UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED].
For the Fiscal year ended December 31, 2004
| | 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 1-12381
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
LINENS 'N THINGS, INC.
401(k) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
LINENS 'N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NJ 07015
LINENS 'N THINGS, INC.
401(k) PLAN
FINANCIAL STATEMENTS
December 31, 2004 and 2003
LINENS 'N THINGS, INC. 401(k) PLAN
Clifton, New Jersey
FINANCIAL STATEMENTS
December 31, 2004 and 2003
CONTENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ..................... 1
FINANCIAL STATEMENTS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS -
DECEMBER 31, 2004 AND 2003 ........................................... 2
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE
FOR BENEFITS - YEARS ENDED DECEMBER 31, 2004 AND 2003................ 3
NOTES TO FINANCIAL STATEMENTS .......................................... 4
SUPPLEMENTAL SCHEDULE
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) ......... 10
SIGNATURE ................................................................... 17
EXHIBIT
EXHIBIT 23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM - CROWE CHIZEK AND COMPANY LLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Plan Administrator
Linens 'n Things, Inc. 401(k) Plan
Clifton, New Jersey
We have audited the accompanying statements of net assets available for benefits
of Linens 'n Things, Inc. 401(k) Plan (the Plan) as of December 31, 2004 and
2003, 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 benefits of the Plan as of
December 31, 2004 and 2003, and the changes in net assets available for benefits
for the years then ended in conformity with U.S. generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedule H, Line 4i -
Schedule of Assets (Held at End of Year) 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's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic 2004 financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic
2004 financial statements taken as a whole.
/s/ Crowe Chizek and Company LLC
Oak Brook, Illinois
May 26, 2005
--------------------------------------------------------------------------------
1.
LINENS 'N THINGS, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
2004 2003
---- ----
ASSETS
Investments (Note 3) $ 48,978,126 $ 42,106,933
Cash 9,393 -
Accrued interest 150 81
-------------- --------------
TOTAL ASSETS 48,987,669 42,107,014
-------------- --------------
LIABILITIES
Amount due broker 21,104 -
-------------- --------------
NET ASSETS AVAILABLE FOR BENEFITS $ 48,966,565 $ 42,107,014
============== ==============
--------------------------------------------------------------------------------
See accompanying notes to financial statements.
2.
LINENS 'N THINGS, INC. 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years ended December 31, 2004 and 2003
-----------------------------------------------------------------------------------------------
2004 2003
---- ----
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income
Net appreciation in fair value
of investments (Note 3) $ 2,327,204 $ 6,549,855
Interest and dividends 1,408,126 893,793
------------- -------------
3,735,330 7,443,648
------------- -------------
Contributions
Employer 1,373,647 1,111,478
Participant 5,071,109 4,295,208
Rollovers 622,379 248,661
------------- -------------
7,067,135 5,655,347
------------- -------------
Total additions 10,802,465 13,098,995
------------- -------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits and withdrawals paid to participants 3,900,315 2,891,005
Administrative expenses 42,599 31,362
------------- -------------
Total deductions 3,942,914 2,922,367
------------- -------------
NET INCREASE 6,859,551 10,176,628
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 42,107,014 31,930,386
------------- -------------
End of year $ 48,966,565 $ 42,107,014
============= =============
-----------------------------------------------------------------------------------------------
See accompanying notes to financial statements.
3.
LINENS 'N THINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN
The following description of the Linens 'n Things, Inc. 401(k) Plan (the "Plan")
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
GENERAL: The Plan is a participant-directed, defined contribution plan
established by Linens 'n Things, Inc. (the "Company" or "Plan Sponsor") as of
December 1, 1996. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended (ERISA). The general
administration of the Plan and the responsibility for carrying out the
provisions of the Plan are maintained by a committee (the "Administrative
Committee") appointed by Linens 'n Things, Inc. In accordance with the
provisions of the Plan, the Administrative Committee is also the Administrator.
Fidelity Management Trust Company ("Fidelity") is the trustee of the Plan.
ELIGIBILITY: The Plan allows employees to become eligible to participate at the
beginning of the first payroll period of the first month following the
completion of eleven months of service with no age requirement or minimum hours
worked.
CONTRIBUTIONS: Each year, participants may contribute up to 60% of pretax annual
eligible compensation, as defined in the Plan, not to exceed the applicable
dollar limit established by the Internal Revenue Service (the "IRS") each year.
Participants may also contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans. In addition, the Plan
allows elective deferral contributions in excess of legal limits under Internal
Revenue Code Section 414(v) for those participants who have attained age 50 by
the close of the Plan year. Participants direct the investment of their
contributions into various investment options offered by the Plan, including
common stock of the Company. Employer matching contributions are equal to 50% of
the first 4% of eligible compensation that a participant contributes to the
Plan. Employer matching contributions are subject to certain limitations as
specified in the plan document and the Internal Revenue Code (the "IRC").
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contribution, employer matching contribution and allocations of
investment income or loss. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
RETIREMENT, DEATH AND DISABILITY: Upon death, disability or meeting the
retirement requirements, a participant's account balance will automatically
become 100% vested.
--------------------------------------------------------------------------------
(Continued)
4.
LINENS 'N THINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
VESTING: Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the employer's matching contribution plus earnings
thereon is based on years of continuous service, as defined in the Plan. A
participant is 100% vested after three years of credited service.
FORFEITURES: Upon a participant's termination date, and prior to the time the
participant becomes vested in his or her account, the non-vested portion, if
any, shall be forfeited. These accounts will be used to restore amounts
previously forfeited by participants but required to be reinstated upon
resumption of employment, to pay administrative expenses, or to reduce employer
contributions. During the years ended December 31, 2004 and 2003, forfeited
nonvested accounts of $40,265 and $53,540, respectively, were used to reduce
employer contributions. At December 31, 2004, forfeited accounts totaled
$42,447, which is available to reduce future employer contributions to the Plan.
PAYMENT OF BENEFITS: Upon reaching normal retirement age (age 65 or age 55 with
10 years of credited service, as defined in the Plan) or upon permanent
disability, all vested amounts credited to a participant's account become
distributable. Distributions will be made as soon as administratively feasible,
following a participant's request, and will be made in a lump-sum cash payment.
Upon a participant's death, the participant's beneficiary is entitled to 100% of
the participant's vested account balance.
Upon termination of service, other than for normal retirement or death, the
Administrator will direct the Trustee or new Trustee to pay to the participant
his or her benefit in an immediate lump sum or deferred lump sum if certain
criteria are met.
LOAN PROVISIONS: Under the terms of the Plan, participants may obtain loans from
the Plan, utilizing funds accumulated in their accounts. The minimum amount
which may be borrowed is $1,000. Participants can borrow up to a maximum of 50%
of their vested account balance but not more than $50,000, less their highest
outstanding loan balance during the previous 12 months. The Plan charges a fixed
rate of interest, which is 1% above the prime rate, adjusted quarterly.
The loans are repaid through after-tax payroll deductions. The loan repayments
and interest earned are allocated to each of the investment funds based upon the
participant's contribution election percentages. The term of the loan is arrived
at by mutual agreement between the Administrative Committee and the participant,
but may not exceed five years unless the loan is to be used in conjunction with
the purchase of the principal residence of the participant, in which case the
loan may not exceed 25 years.
--------------------------------------------------------------------------------
(Continued)
5.
LINENS 'N THINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENT VALUATION AND INCOME RECOGNITION: The Plan's investments are stated
at fair value. Quoted market prices are used to value investments in common
stock and mutual funds. Shares of common collective trust funds are valued at
the net asset value of shares held by the Plan at year-end. Participant loans
are reported at cost which approximates fair value. Purchases and sales of
securities are recorded on a trade-date basis. Interest income is recorded on
the accrual basis. Dividends are recorded on the ex-dividend date.
BASIS OF ACCOUNTING: The financial statements are prepared on the accrual basis
of accounting and present the net assets available for plan benefits of the Plan
and the changes in those net assets in conformity with U.S. generally accepted
accounting principles.
ESTIMATES: The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and disclosures,
and actual results may differ from these estimates.
RISKS AND UNCERTAINTIES: The Plan offers a number of investment options
including Linens 'n Things, Inc. common stock and a variety of investment funds,
some of which are mutual funds and common collective trust funds. The funds
include U.S. equities, international equities, and fixed income securities.
Investment securities, in general, are exposed to various risks, such as
interest rate, market volatility and credit risks. Due to the level of risk
associated with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at least
reasonably possible that changes in the values of investment securities will
occur in the near term and that such changes could materially affect
participants' account balances and the amounts reported in the statement of net
assets available for benefits.
The Plan's exposure to a concentration of credit risk is limited by the
diversification of investments across participant-directed fund elections.
Additionally, the investments within each participant-directed fund election are
further diversified into varied financial instruments, with the exception of the
Linens 'n Things Company Stock Fund, which principally invests in a single
security.
PAYMENT OF BENEFITS: Benefits paid to participants are recorded when paid.
ADMINISTRATIVE EXPENSES: Most administrative expenses are paid by the Plan
Sponsor.
--------------------------------------------------------------------------------
(Continued)
6.
LINENS 'N THINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 3 - INVESTMENTS
At December 31, 2004 and 2003, the Plan's assets were allocated among various
investment funds administered by independent investment managers.
The following presents investments that represent 5% or more of the Plan's net
assets in 2004 or 2003:
2004 2003
---- ----
Fidelity Managed Income Portfolio Fund $ 10,286,376 $ 9,941,502
Fidelity Equity-Income II Fund 9,406,952 8,749,906
Fidelity Freedom 2010 Fund 5,307,276 4,994,744
Fidelity Growth Company Fund 4,489,527 3,361,228
Fidelity Diversified International Fund 3,306,465 2,552,931
Fidelity Low Priced Stock 3,106,900 2,197,091
Linens 'n Things Common Stock, 84,112 shares
and 74,502 shares at December 31, 2004 and
December 31, 2003, respectively 2,085,978 2,241,020
During 2004 and 2003, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value by $2,327,204 and $6,549,855, respectively, as follows:
2004 2003
---- ----
Mutual funds $ 2,732,405 $ 5,940,085
Linens 'n Things, Inc. Common Stock (405,201) 609,770
----------- -----------
Net appreciation in fair value of investments $ 2,327,204 $ 6,549,855
=========== ===========
NOTE 4 - 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. If the Company were to terminate the
Plan, all participants in the Plan would become fully vested.
--------------------------------------------------------------------------------
(Continued)
7.
LINENS 'N THINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 5 - PARTIES-IN-INTEREST
Parties-in-interest are defined under Department of Labor regulations as any
fiduciary of the Plan, any party rendering services to the Plan, the employer
and certain others. Certain investments of the Plan are shares of mutual funds
advised by Fidelity Investments, an affiliate of Fidelity Management Trust
Company. Fidelity is the Plan trustee and, therefore, these transactions and the
Plan's payment of trustee fees to Fidelity qualify as party-in-interest
transactions. Another investment in the Plan is an investment fund comprised
primarily of shares of common stock issued by Linens 'n Things, Inc., which
qualifies as a party-in-interest investment. Participant loan transactions and
investments are also party-in-interest transactions.
NOTE 6 - INCOME TAX STATUS
The IRS has determined and informed the prototype plan sponsor by letter dated
December 5, 2001, that the prototype Plan as then designed and related trust was
in compliance with applicable sections of the IRC. Although the Plan has been
amended since receiving the determination letter, the Plan administrator
believes that the Plan is designed and is currently being operated in compliance
with the applicable requirements of the IRC. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements at December 31, 2004 and 2003 to the Form 5500:
2004 2003
---- ----
Net assets available for benefits per the financial statements $ 48,966,565 $ 42,107,014
Market value of deemed distributed participant
loans for which there has been no post-default
payment activity as of December 31 (4,869) (17,342)
--------------- --------------
Net assets available for benefits per the Form 5500 $ 48,961,696 $ 42,089,672
=============== ==============
--------------------------------------------------------------------------------
(Continued)
8.
LINENS 'N THINGS, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
--------------------------------------------------------------------------------
NOTE 7 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 (Continued)
The following is a reconciliation of benefits paid to participants per the
financial statements to benefits paid to participants per Form 5500:
2004 2003
---- ----
Benefits paid to participants per the financial statements $ 3,900,315 $ 2,891,005
Participant loans defaulted and deemed distributed
during the indicated period 14,114 52,525
Participant loans previously defaulted in which deemed
distribution was cancelled due to -
post-default payment activity (14,701) (43,345)
recognition of an actual distribution (12,374) (13,370)
------------ ------------
Benefits paid to participants per the Form 5500 $ 3,887,354 $ 2,886,815
============ ============
--------------------------------------------------------------------------------
(Continued)
9.
SUPPLEMENTAL SCHEDULE
LINENS 'N THINGS, INC. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: Linens 'n Things, Inc.
-------------------------
Employer Identification Number: 22-3463939
-------------------------
Three-Digit Plan Number: 001
-------------------------
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR NUMBER (D) VALUE
(A) BORROWER MATURITY VALUE OF UNITS COST ($)
--- -------- -------------- -------- ---- ---
* Fidelity Aggressive Growth Fund 5,862 # 97,313
* Fidelity Aggressive International Fund 666 # 11,129
* Fidelity Asset Manager Fund 1,166 # 18,907
* Fidelity Asset Manager Income Fund 131 # 1,663
* Fidelity Asset Manager: Aggressive Fund 1,175 # 13,287
* Fidelity Asset Manager: Growth Fund 1,968 # 29,164
* Fidelity Balanced Fund 2,608 # 46,473
* Fidelity Blue Chip Growth Fund 1,881 # 78,453
* Fidelity Blue Chip Value Fund 559 # 7,021
* Fidelity Canada Fund 1,467 # 49,680
* Fidelity Cap Apprec Fund 5,210 # 135,609
* Fidelity Capital and Income Fund 10,341 # 87,590
* Fidelity Contrafund 586 # 33,277
* Fidelity Conv Sec Fund 787 # 16,991
* Fidelity Disciplined Equity Fund 87 # 2,200
* Fidelity Diversified International Fund 115,449 # 3,306,465
* Fidelity Dividend Growth Fund 3,241 # 92,331
* Fidelity Emerging Markets Fund 1,970 # 25,474
* Fidelity Equity-Income Fund 1,706 # 90,053
* Fidelity Equity-Income Fund II 391,793 # 9,406,952
* Fidelity Europe Capital Appreciation Fund 190 # 4,088
* Fidelity Europe Fund 141 # 4,810
* Fidelity Export and Multinational Fund 4,351 # 85,456
* Fidelity Fidelity Fund 1,577 # 47,129
* Fidelity Fifty Fund 4,897 # 101,026
--------------------------------------------------------------------------------
* Party-in-interest as defined by ERISA.
# All investments are participant directed; therefore, cost information is not
required.
(Continued)
10.
LINENS 'N THINGS, INC. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: Linens 'n Things, Inc.
-------------------------
Employer Identification Number: 22-3463939
-------------------------
Three-Digit Plan Number: 001
-------------------------
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR NUMBER (D) VALUE
(A) BORROWER MATURITY VALUE OF UNITS COST ($)
--- -------- -------------- -------- ---- ---
* Fidelity Focused Stock Fund 1 # 13
* Fidelity Freedom 2000 Fund 8,039 # 97,106
* Fidelity Freedom 2010 Fund 389,668 # 5,307,276
* Fidelity Freedom 2020 Fund 58,319 # 814,131
* Fidelity Freedom 2025 Fund 193 # 2,180
* Fidelity Freedom 2030 Fund 42,986 # 605,248
* Fidelity Freedom 2035 Fund 172 # 1,973
* Fidelity Freedom 2040 Fund 26,712 # 220,908
* Fidelity Freedom Income Fund 10,760 # 121,264
* Fidelity Ginnie Mae Fund 5,114 # 56,663
* Fidelity Global Balance Fund 22 # 471
* Fidelity Government Income Fund 5,884 # 60,252
* Fidelity Growth Company Fund 80,070 # 4,489,527
* Fidelity Independence Fund 2,099 # 37,427
* Fidelity Inflation-Protected Bond Fund 871 # 9,933
* Fidelity Institutional Short Intermediate
Government Fund 2,191 # 21,165
* Fidelity Intermediate Bond Fund 5,216 # 54,874
* Fidelity Intermediate Government Income Fund 18 # 185
* Fidelity Int'l Discovery Fund 532 # 15,013
* Fidelity Intl Small Cap Fund 5,346 # 124,445
* Fidelity Investment Grade Bond Fund 1,811 # 13,638
* Fidelity Japan Fund 47 # 595
* Fidelity Large-Cap Stock Fund 4,431 # 64,787
* Fidelity Latin America Fund 606 # 12,822
* Fidelity Leveraged Company Stock Fund 1,656 # 37,555
* Fidelity Low Priced Stock Fund 77,190 # 3,106,900
* Fidelity Managed Income Portfolio 10,286,376 # 10,286,376
--------------------------------------------------------------------------------
* Party-in-interest as defined by ERISA.
# All investments are participant directed; therefore, cost information is not
required.
(Continued)
11.
LINENS 'N THINGS, INC. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: Linens 'n Things, Inc.
-------------------------
Employer Identification Number: 22-3463939
-------------------------
Three-Digit Plan Number: 001
-------------------------
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR NUMBER (D) VALUE
(A) BORROWER MATURITY VALUE OF UNITS COST ($)
--- -------- -------------- -------- ---- ---
* Fidelity Mid-Cap Stock Fund 3,827 # 89,747
* Fidelity Mortgage Securities Fund 166 # 1,869
* Fidelity NASDAQ Composite Index Fund 85 # 2,514
* Fidelity New Markets Income Fund 8,567 # 122,758
* Fidelity OTC Portfolio Fund 24,548 # 851,577
* Fidelity Overseas Fund 240 # 8,478
* Fidelity Pacific Basin Fund 740 # 14,620
* Fidelity Puritan Fund 1,353 # 25,634
* Fidelity Real Estate Fund 13,144 # 388,280
* Fidelity Real Estate Income Fund 67 # 792
* Fidelity Retirement Government Money Market
Portfolio 49,736 # 49,736
* Fidelity Retirement Money Market Portfolio 225,475 # 225,475
* Fidelity SE Asia Fund 215 # 3,532
* Fidelity Short Term Bond Fund 624 # 5,599
* Fidelity Small-Cap Independent Fund 1,698 # 33,489
* Fidelity Small-Cap Retirement Portfolio 2,955 # 46,932
* Fidelity Small-Cap Stock Fund 8,691 # 157,832
* Fidelity Strategic Income Fund 1,061 # 11,429
* Fidelity Strong Large Cap Growth Fund 1,058 # 10,852
* Fidelity Strong Large Cap Value Fund 2,425 # 29,630
* Fidelity Strong Mid Cap Growth Fund 489 # 5,784
* Fidelity Strong Mid Cap Value Fund 1,428 # 20,493
* Fidelity Total Bond Fund 887 # 9,431
* Fidelity Trend Fund 177 # 9,478
* Fidelity U.S. Bond Index Fund 4,142 # 46,142
* Fidelity Utilities Fund 294 # 3,996
* Fidelity Value Fund 3,269 # 233,042
* Fidelity Value Strategies Fund 23 # 851
--------------------------------------------------------------------------------
* Party-in-interest as defined by ERISA.
# All investments are participant directed; therefore, cost information is not
required.
(Continued)
12.
LINENS 'N THINGS, INC. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: Linens 'n Things, Inc.
-------------------------
Employer Identification Number: 22-3463939
-------------------------
Three-Digit Plan Number: 001
-------------------------
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR NUMBER (D) VALUE
(A) BORROWER MATURITY VALUE OF UNITS COST ($)
--- -------- -------------- -------- ---- ---
* Fidelity Worldwide Fund 402 # 7,343
* Spartan Spartan Total Market Index Fund 866 # 28,637
* Spartan Spartan U.S. Equity Index Fund 49,513 # 2,122,129
* Spartan Total Market Index Fund 3 # 89
AIM Balanced Fund A 56 # 1,414
AIM Basic Value Fund A 26 # 836
AIM Blue Chip Fund A 15 # 174
AIM Constellation Fund A 46 # 1,054
AIM Core Stock Fund 115 # 1,240
AIM Dynamics Fund 43 # 712
AIM Global Aggressive Growth Fund A 684 # 13,076
AIM Mid Cap Core Equity Fund A 23 # 665
Allianz NFJ Small-Cap Value Fund Admin 82 # 2,368
American Beacon International Equity Fund PlanAhead
Class 0 # 5
American Century Large Company Value Fund 86 # 558
American Century Ultra Investor Fund 3 # 75
Ariel Appreciation Fund 2,988 # 142,419
Ariel Fund 2,255 # 119,874
Ariel Premier Bond Fund Investor Class 1,144 # 11,774
Artisan International Fund 175 # 3,884
Artisan Mid Cap Fund 1 # 36
Baron Asset Fund 18 # 956
Baron Growth Fund 1,254 # 56,267
Columbia Acorn Select Fund Z 9 # 191
Columbia High Yield Fund Z 383 # 3,370
CS Global Fixed Income Com Fund 1,657 # 17,063
CS Large Cap Value Fund A 4 # 86
--------------------------------------------------------------------------------
* Party-in-interest as defined by ERISA.
# All investments are participant directed; therefore, cost information is not
required.
(Continued)
13.
LINENS 'N THINGS, INC. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: Linens 'n Things, Inc.
-------------------------
Employer Identification Number: 22-3463939
-------------------------
Three-Digit Plan Number: 001
-------------------------
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR NUMBER (D) VALUE
(A) BORROWER MATURITY VALUE OF UNITS COST ($)
--- -------- -------------- -------- ---- ---
Domini Social Equity Fund 3 # 78
Dreyfus Founders Balanced Fund F 587 # 4,965
Dreyfus Founders Growth Fund F 501 # 5,303
FMA Small Company IS 8 # 175
Franklin Small-Mid Cap Growth Fund A 7 # 233
Legg Mason Value Trust Fixed Income Fund 6 # 422
Lord Abbett Mid-Cap Value Fund P 116 # 2,567
Managers Bond Fund 1,143 # 28,116
Managers Capital Appreciation Fund 53 # 1,406
Managers Special Equity Fund 210 # 19,004
Managers Value Fund 4,965 # 147,623
MSI Emerging Markets Fund B 14 # 258
MSI Equity Growth Fund B 210 # 3,507
MSI Intl Equity Fund B 4 # 83
MSI Small Co Growth Fund B 216 # 2,601
MSIFT Cap Fixed Income Adviser Fund 217 # 2,497
MSIFT High Yield Adviser Fund 5,002 # 27,711
MSIFT Value Adviser Fund 178 # 3,184
Mutual Discovery Fund A 207 # 4,989
Mutual Shares Fund - Class A 251 # 5,747
Neuberger Berman Focus Trust Fund 3 # 93
Neuberger Berman Guardian Trust Fund 249 # 3,244
Neuberger Berman Socially Responsive Trust Fund 418 # 6,326
Oakmark Equity and Income Fund I 4,915 # 115,497
Oakmark Fund I 331 # 13,826
PIMCO CCM Capital Appreciation Fund -
Administrative Class 736 # 13,073
--------------------------------------------------------------------------------
# All investments are participant directed; therefore, cost information is not
required.
(Continued)
14.
LINENS 'N THINGS, INC. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: Linens 'n Things, Inc.
-------------------------
Employer Identification Number: 22-3463939
-------------------------
Three-Digit Plan Number: 001
-------------------------
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR NUMBER (D) VALUE
(A) BORROWER MATURITY VALUE OF UNITS COST ($)
--- -------- -------------- -------- ---- ---
PIMCO CCM Mid Cap Fund - Administrative
Class 23 # 557
PIMCO Global Bond Fund (Unhedged) -
Administrative Class 4,002 # 41,937
PIMCO High Yield Fund - Administrative Class 4,394 # 43,803
PIMCO Long-Term U.S. Government Fund -
Administrative Class 6,582 # 71,547
PIMCO Low Duration Fund - Administrative
Class 1,212 # 12,360
PIMCO Total Return Fund - Administrative
Class 6,237 # 66,547
Royce Royce Low Priced Stock Fund 5,967 # 91,478
RS Emerging Growth Fund 68 # 2,189
RS Smaller Company Growth Fund 142 # 3,202
Scudder Global Discovery Fund 11 # 373
TCW Galileo Aggressive Growth Fund N 29 # 369
TCW Galileo Select Equity Fund N 108 # 2,083
Templeton Developing Markets Trust A 3 # 51
Templeton Foreign Fund A 1,408 # 17,323
Templeton Foreign Small Co Fund A 6 # 119
Templeton Global Bond Fund A 6,567 # 73,086
Templeton Growth Fund A 610 # 13,959
Templeton World Fund A 1,880 # 33,365
Van Kampen Growth & Income Fund A 31 # 621
--------------------------------------------------------------------------------
# All investments are participant directed; therefore, cost information is not
required.
(Continued)
15.
LINENS 'N THINGS, INC. 401(k) PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2004
--------------------------------------------------------------------------------
Name of Plan Sponsor: Linens 'n Things, Inc.
-------------------------
Employer Identification Number: 22-3463939
-------------------------
Three-Digit Plan Number: 001
-------------------------
(B) (C) (E)
IDENTITY OF DESCRIPTION OF INVESTMENT INCLUDING CURRENT
ISSUE OR MATURITY DATE, RATE OF INTEREST, PAR OR NUMBER (D) VALUE
(A) BORROWER MATURITY VALUE OF UNITS COST ($)
--- -------- -------------- -------- ---- ---
Western Western Asset Core Fixed Income Fund 1 # 11
Linens 'n
* Things, Inc. Common Stock 84,112 # 2,085,978
* Fidelity Inst Cash Port: MM Fund Class I Shares 104,925 # 104,925
Participant
* Loans (1) 1,598,160
--------------
TOTAL INVESTMENTS $48,978,126
==============
(1) 291 loans to participants with interest rates of 5.0% to 10.5%.
--------------------------------------------------------------------------------
* Party-in-interest as defined by ERISA.
# All investments are participant directed; therefore, cost information is not
required.
16.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
LINENS 'N THINGS, INC. 401(K) PLAN
Dated: June 27, 2005 By: /s/ William T. Giles
--------------------
William T. Giles
Executive Vice President, Chief
Financial Officer and member of
the Investment Committee
--------------------------------------------------------------------------------
17.