SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 2001
[_] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 1-14987
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
TOO, INC. SAVINGS AND RETIREMENT PLAN
B. Name and issuer of the securities held pursuant to the plan and the
address of its principal executive office:
TOO, INC.
8323 Walton Parkway
New Albany, Ohio 43054
Too, Inc. Savings and Retirement Plan
Report on Audit of Financial Statements and
Supplemental Schedules
As of December 31, 2001 and 2000 and for the Years Ended
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Contents
Report of Independent Accountants ..................................... 2
Financial Statements
Statements of Net Assets Available for Benefits ....................... 3
Statements of Changes in Net Assets Available for Benefits ............ 4
Notes to Financial Statements ......................................... 5
Supplementary Schedule
Schedule of Assets Held at End of Year ................................ 13
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REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Board of Directors of
Too, Inc. and the
Plan Administrator of the Too, Inc.
Savings and Retirement Plan:
We have audited the accompanying statements of net assets available for benefits
of the Too, Inc. Savings and Retirement Plan (the "Plan") as of December 31,
2001 and 2000, and the related statements of changes in net assets available for
benefits for the year 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. Those standards require that we plan and perform the
audits 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, 2001 and 2000, 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.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental 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. The
supplemental schedule is the responsibility of the Plan's management. The
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
Columbus, Ohio
June 19, 2002
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Too, Inc. Savings and Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2001 and 2000
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2001 2000
----------- ------------
ASSETS:
Investments $18,049,760 $ 17,890,063
Cash 38,871 -
Receivable for contributions:
Employer 1,570,654 1,355,496
Participants 28,640 26,197
----------- -----------
Total contributions receivable 1,599,294 1,381,693
----------- -----------
Accrued interest and dividends 113 464
----------- -----------
Total assets 19,688,038 19,272,220
----------- -----------
LIABILITIES:
Administrative fees payable 10,741 8,496
Due to brokers 18,458 -
----------- -----------
Total liabilities 29,199 8,496
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $19,658,839 $ 19,263,724
=========== ============
The accompanying notes are an integral part of these financial statements.
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Too, Inc. Savings and Retirement Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2001 and 2000
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2001 2000
----------- ----------
ADDITIONS:
Investment income (loss):
Net depreciation in fair
value of investments $ (150,364) $(3,214,549)
Earnings from mutual funds 40,932 621,178
Dividends from common stock 30,583 37,006
Earnings from common collective trusts 4,494 25,248
----------- -----------
Total investment loss (74,355) (2,531,117)
----------- -----------
Contributions:
Employer 1,869,360 1,767,342
Participants 635,049 699,946
Rollovers 203,839 2,732,212
----------- -----------
Total contributions 2,708,248 5,199,500
----------- -----------
Total additions 2,633,893 2,668,383
----------- -----------
DEDUCTIONS:
Distributions to participants 2,184,942 2,140,191
Administrative expenses 53,836 51,044
----------- -----------
Total deductions 2,238,778 2,191,235
----------- -----------
Net increase 395,115 477,148
Net assets available for benefits:
Beginning of year 19,263,724 18,786,576
----------- -----------
End of year $19,658,839 $19,263,724
=========== ===========
The accompanying notes are an integral part of these financial statements.
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Too, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
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(1) Description of the plan
General
The Too, Inc. Savings and Retirement Plan (the "Plan") is a defined
contribution plan covering substantially all employees of Too, Inc.
(the "Employer", the "Company", or "Too") who are at least 21 years of
age and have completed a year of employment with 1,000 or more hours of
service. Effective January 1, 2001, employees who are considered to be
a highly compensated associate under the Internal Revenue code of 1986
(the "Code") and have met the eligibility requirements, described
above, are eligible to receive the non-service and service related
retirement contribution, but may not elect to make voluntary
contributions.
Effective January 1, 2001, the Plan was amended and restated to among
other things: 1) change the eligibility as noted under eligibility
above and under participant's voluntary contributions below, and 2)
increase the maximum voluntary tax deferred contributions as noted
under participant's voluntary contributions below.
The following description of the Plan provides only general
information. Participants should refer to the Plan document for a more
complete description of the Plan's provisions. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(ERISA) as amended.
Contributions
Employer contributions:
The Company may provide a non-service related retirement contribution
of 4% of annual compensation up to the Social Security wage base and 7%
of annual compensation thereafter, and a service related retirement
contribution of 1% of annual compensation for participants who have
completed five or more years of vesting service as of the last day of
the Plan year. Participants who complete 500 hours of service during
the Plan year and are participants on the last day of the Plan year are
eligible. The annual compensation of each participant taken into
account under the Plan is limited to the maximum amount permitted under
Section 401(a) (17) of the Code subject to the annual compensation
limit, which for the Plan year ended December 31, 2001, was $170,000.
The Company may also provide a matching contribution of 100% of the
participant's voluntary contributions up to 3% of the participant's
total annual compensation.
Participant's voluntary contributions:
A participant may elect to make a voluntary tax-deferred contribution
of 1% to 12% (1% to 6% prior to January 1, 2001) of his or her annual
compensation up to the maximum permitted under Section 402(g) of the
Code adjusted annually ($10,500 at December 31, 2001). This voluntary
tax-deferred contribution may be limited by Section 401(k) of the
Code. Effective January 1, 2001, a participant who is considered to be
a highly compensated associate based on the Code will cease being a
participant for purposes of making voluntary tax-deferred
contributions.
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Too, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
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Investment options
The Too, Inc. Common Stock Fund - invests primarily in common stock of
Too, Inc. The goal of the fund is capital growth.
American Express Trust Money Market Fund II - a common collective
trust, investing in the American Express Trust Money Market Fund I,
another common collective trust which has the same investment objective
as this Fund and which has a portfolio of fixed income securities,
certificate of deposits, and money market instruments. The goal of the
fund is to provide maximum current income consistent with liquidity and
conservation of capital.
American Express Trust Income Fund II - a common collective trust,
investing in the American Express Trust Income Fund I, another common
collective trust which has the same investment objective as this Fund
and which has a portfolio of fixed income securities, investment
contracts and money market instruments. The goal of the fund is to
preserve principal and income while maximizing current income.
American Express Trust Equity Index Fund II - a common collective
trust, investing in the American Express Trust Equity Index Base Fund,
another common collective trust, which has the same investment
objective as this Fund and which has a portfolio consisting of some or
all of the securities upon which such index is based and other
investments, as appropriate. The goal of the fund is to achieve, as
closely as possible, the rate of return of a published equity index of
the securities market or a rate of return of a specified segment of
such market.
Janus Overseas Fund - a mutual fund, investing at least 65% of its
total assets in securities of issuers from at least five different
countries, excluding the United States. The goal of the fund is
long-term capital growth.
American Century Income & Growth Fund - a mutual fund, investing
primarily in common stocks selected from a universe of the 1,500
largest companies traded in the U.S. The goal of the fund is dividend
growth, current income, and capital appreciation.
AIM Balanced Fund (Class A) - a mutual fund, investing primarily in
high-yielding securities, including common stocks, preferred stocks,
convertible securities and bonds. The goal of the fund is high total
return consistent with preservation of capital.
AXP New Dimensions Fund (Class Y) - a mutual fund, investing primarily
in common stocks of U.S. and foreign companies showing potential for
significant growth. The goal of the fund is long-term growth of
capital.
AXP Selective Fund (Class Y) - a mutual fund, investing primarily in
medium-to high-quality corporate bonds and other highly rated debt
instruments including government securities and short-term
investments. The goal of the fund is current income and preservation of
capital.
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Too, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
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Investment options (continued)
American Express Trust Long-Term Horizon (80:20) Fund - a common
collective trust, investing in a predetermined mix of growth,
growth/income and income investments. The goal of the fund is to create
a diversified portfolio with a moderate risk profile designed for
individuals with long-term goals.
American Express Trust Medium-Term Horizon (50:50) Fund - a common
collective trust, investing in a predetermined mix of growth,
growth/income, income, and money market (cash equivalents) investments.
The goal of the fund is to create a diversified portfolio with a
conservative risk profile designed for individuals with medium-term
goals.
American Express Trust Short-Term Horizon (25:75) Fund - a common
collective trust, investing in a predetermined mix of growth,
growth/income, income, and money market (cash equivalent) investments.
The goal of the fund is to create a diversified portfolio with a
conservative risk profile designed for individuals with short-term
goals.
Frozen investment options
The Limited, Inc. Common Stock Fund was an investment option prior to
the spin off of the Company from The Limited, Inc. effective August 23,
1999. The Plan is maintaining the fund until such assets are
distributed to participants or allocated to other investment options,
with no additional contributions permitted as of the effective date.
Vesting
A participant is fully and immediately vested for voluntary and
rollover contributions and is credited with a year of vesting service
for Employer contributions for each Plan year that they are credited
with at least 500 hours of service. A summary of vesting percentages
for Employer contributions follows:
Years of vested service Percentage
----------------------- ----------
Less than 3 years 0%
3 years 20
4 years 40
5 years 60
6 years 80
7 years 100
-7-
Too, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
Payment of benefits
The full value of participants' accounts becomes payable upon retirement,
disability, or death. Upon termination of employment for any other reason,
participants' accounts, to the extent vested, become payable. Those
participants with vested account balances greater than $5,000 have the
option of leaving their accounts invested in the Plan until age 65. All
benefits will be paid as a lump-sum distribution. Those participants
holding shares of Too stock will have the option of receiving such amounts
in whole shares of Too and cash for any fractional shares. Participants
have the option of having their benefit paid directly to an eligible
retirement plan specified by the participant.
A participant who is fully vested in his or her account and who has
participated in the Plan for at least seven years may obtain an in-service
withdrawal from their account based on the percentage amounts designated by
the Plan. A participant may also request a hardship distribution due to an
immediate and heavy financial need based on the terms of the Plan.
Amounts allocated to participants withdrawn from the plan
The vested portion of net assets available for benefits allocated to
participants withdrawn from the plan was $2,337 and $113,284 as of December
31, 2001 and 2000, respectively.
Forfeitures
Forfeitures are used to reduce the Employer's required contributions.
Forfeitures of $276,748 and $104,026 were used to reduce Employer's
contributions for the plan years ended December 31, 2001 and 2000,
respectively. The Plan at December 31, 2000, had $37,072 of unutilized
forfeitures representing unallocated assets in the Plan.
Expenses
Expenses of the Plan are deducted from participants' accounts as follows:
1) annual participant fee of $25, deducted on a quarterly basis, and 2) a
$10 disbursement fee for withdrawals and terminations. Investments in the
Too, Inc. and Limited, Inc. stock funds are charged an administrative fee
of 3 basis points through a reduction in earnings. The Company pays
administrative expenses incurred in excess of the fees charged.
Brokerage fees, transfer taxes, and other expenses incurred in connection
with the investment of the Plans assets will be added to the cost of such
investments or deducted from the proceeds thereof, as the case may be.
(2) Summary of accounting policies
Basis of presentation
The accompanying financial statements have been prepared on the accrual
basis of accounting, including investment valuation and income recognition.
-8-
Too, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
Estimates
The Plan prepares its financial statements in conformity with accounting
principles generally accepted in the United States, which requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for plan benefits at the date of the
financial statements and the changes in net assets available for plan
benefits during the reporting period and, when applicable, disclosures of
contingent assets and liabilities at the date of the financial statements.
Actual results could differ from these estimates.
Risks
The Plan provides for the various investment options as described in Note
1. Any investment is exposed to various risks, such as interest rate,
market and credit. These risks could result in a material effect on
participants account balances and the amounts reported in the statements of
net assets available for benefits and the statements of changes in net
assets available for benefits.
Income recognition
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.
Investment valuation
Mutual funds are stated at fair value as determined by quoted market
prices, which represents the net asset value of shares held by the Plan at
year-end. Common stocks are valued as determined by quoted market price.
The common collective trusts are valued on a daily basis. The value of each
unit is determined by subtracting total liabilities from the total value of
the assets, including accrued income, and dividing the amount remaining by
the number of units outstanding on the valuation date.
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 benefits as
net appreciation (depreciation) in fair value of investments.
Benefit payments
Benefits are recorded when paid.
-9-
Too, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(3) Investments
The American Express Trust Company, trustee of the Plan, holds the
Plan's investments. The following table presents balances as of
December 31, 2001 and 2000 for the Plans current investment options.
Investments that represent 5 percent or more of the Plan's net assets
are separately identified.
2001 2000
----------- -----------
Investments at fair value as determined by:
Quoted market price
Common stock:
Too, Inc. $ 1,686,960 $ 1,272,163
The Limited, Inc. 1,488,766 1,753,155
----------- -----------
3,175,726 3,025,318
----------- -----------
Mutual funds:
AXP New Dimensions Fund, Class Y 3,666,789 4,622,984
AIM Balanced Fund, Class A 748,970 904,945
Other 1,228,990 953,721
----------- -----------
5,644,649 6,481,650
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8,820,375 9,506,968
----------- -----------
Estimated fair value
Common collective trusts:
American Express Trust Income Fund II 5,491,897 3,959,672
American Express Trust Equity Fund
Index II 3,169,073 4,095,154
Other 568,415 328,269
----------- -----------
9,229,385 8,383,095
----------- -----------
Total investments at fair value $18,049,760 $17,890,063
=========== ===========
The Plan's investments (including investments bought, sold, and held
during the year) appreciation (depreciation) in value for the periods
ended December 31, 2001 and 2000, are set forth below:
2001 2000
----------- -----------
Investments at fair value as determined by:
Quoted market price
Common stock $ 1,061,676 $(1,700,328
Mutual Funds (988,960) (1,310,608)
----------- -----------
72,716 (3,010,936)
Estimated fair value
Common collective trusts (223,080) (203,613)
----------- -----------
Net depreciation in fair value $ (150,364) $(3,214,549)
=========== ===========
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Too, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
(4) Tax status
The Plan is in the process of obtaining a determination letter from the
Internal Revenue Service. The Plan administrator and the Plan's tax
counsel believe that the Plan is designed and is currently being
operated in compliance with the applicable requirements of the Internal
Revenue Code.
(5) Plan administration
A Committee comprised of members appointed by the Board of Directors of
the Employer administers the Plan.
(6) Plan termination
Although the Company has not expressed any intent to do so, the Company
has the right under the Plan to discontinue their contributions at any
time. The Company has the right at any time, by action of its Board of
Directors, to terminate the Plan subject to provisions of ERISA. Upon
Plan termination or partial termination, participants will become fully
vested in their accounts.
(7) Parties-in-interest
American Express Trust Company, trustee of the Plan, its subsidiaries
and affiliates maintain and manage certain of the investments of the
Plan for which the Plan is charged.
(8) Reconciliation of financial statements to Form 5500
The following is a reconciliation of net assets available for benefits
per the financial statements to Form 5500:
2001 2000
---- ----
Net assets available for benefits per the
financial statements $ 19,658,839 $ 19,263,724
Amounts allocated to withdrawing participants (2,337) (113,284)
------------ -------------
Net assets available for benefits per
Form 5500 $ 19,656,502 $ 19,150,440
============ =============
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Too, Inc. Savings and Retirement Plan
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------------------------------------------------------------
Reconciliation of financial statements to Form 5500 (continued)
The following is a reconciliation of benefits paid to participants per
the financial statements to Form 5500:
Benefits paid to participants per the financial statements $ 2,184,942
Amounts allocated to withdrawing participants:
At December 31, 2001 2,337
At December 31, 2000 (113,284)
-----------
Benefits Paid to Participants Per Form 5500 $ 2,073,995
===========
Amounts allocated to withdrawing participants are recorded on Form 5500
for benefit claims that have been processed and approved for payment
prior to December 31 but not yet paid as of that date.
(9) Subsequent event
Subsequent to December 31, 2001, the Plan: 1) changed the trustee and
custodian to Delaware Charter Guarantee & Trust Company, 2) sold the
investments in the Plan, except the common stock, and reinvested in
like investments in separate pooled accounts under a group annuity
contract with Principal Life Insurance Company and the Principal Stable
Value Fund, a common collective trust, 3) transferred the common stock
held by the Plan to Bankers Trust Company, N.A., as custodial trustee
for these assets, and 3) amended the plan to maintain its tax-exempt
qualification.
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TOO, INC. SAVINGS AND RETIREMENT PLAN
EIN #31-1333930 PLAN #001
SCHEDULE H - LINE 4i
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2001
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(a) (b) (c) (d) (e)
Description of investment
including maturity date, (1)
Identity of issue, rate of interest,
borrowrer, lessor, or collateral, par or maturity Current
similar party value Cost Value
--------------------------- ----------------------------- ---------- -----------
* Too, Inc. Common stock - 61,344.000 $ 1,686,960
shares
The Limited, Inc. Common stock - 101,139.000 1,488,766
shares
* American Express Trust Common collective trust - 5,491,897
Income Fund II 250,954.888 units
* American Express Trust Common collective trust - 3,169,073
Equity Index Fund II 99,499.946 units
* American Express Trust Common collective trust - 217,922
Long-Term Horizon 9,581.931 units
(80:20) Fund
* American Express Trust Common collective trust - 166,550
Short-Term Horizon 9,208.260 units
(25:75) Fund
* American Express Trust Common collective trust - 108,473
Medium-Term Horizon 4,997.175 units
(50:50) Fund
* American Express Trust Common collective trust - 75,470
Money Market Fund II 75,469.530 units
* AXP New Dimensions Mutual fund - 149,177.756 3,666,789
Fund, Class Y shares
AIM Balanced Fund, Mutual fund - 28,869.302 748,870
Class A shares
Janus Overseas Fund Mutual fund - 28,239.009 573,252
shares
* AXP Selective Fund, Mutual fund - 49,273.675 436,565
Class Y shares
American Century Mutual fund - 8,019.522 219,173
Income & Growth Fund shares
* Represents a party-in-interest
(1) Cost information omitted - participant directed individual account
plan.
The notes to the financial statements are an integral part of this
schedule.
-13-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Too, Inc.
has duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
Date: June 27, 2002
TOO, INC. SAVINGS AND RETIREMENT PLAN
(registrant)
By /s/ RONALD SYKES
-------------------------------------
Ronald Sykes
Chairperson of the Benefits Administrative
Committee
Exhibit Index
Exhibit No.
23 Consent of Ary & Roepcke
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