UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended May 5, 2001
OR
[_] TRANSITION 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
TOO, INC.
(Exact name of registrant as specified in its charter)
Delaware 31-1333930
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3885 Morse Road, Columbus, OH 43219
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 479-3500
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days (or such shorter time as the Company became
effective).
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock Outstanding at June 11, 2001
------------ ----------------------------
$.01 Par Value 30,959,400 Shares
TOO, INC.
TABLE OF CONTENTS
Page No.
--------
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income for the Thirteen Weeks Ended
May 5, 2001 and April 29, 2000................................................................. 3
Consolidated Balance Sheets
May 5, 2001 and February 3, 2001............................................................... 4
Consolidated Statements of Cash Flows for the Thirteen Weeks Ended
May 5, 2001 and April 29, 2000................................................................. 5
Notes to Consolidated Financial Statements........................................................ 6
Report of Independent Accountants................................................................. 9
Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition....... 10
PART II. Other Information
Item 1. Legal Proceedings.......................................................................... 14
Item 4. Matters Submitted to a Vote of Security Holders............................................ 14
Item 6. Exhibits and Reports on Form 8-K........................................................... 14
Signature........................................................................................... 15
Index to Exhibits................................................................................... 16
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TOO, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited, in thousands except per share amounts)
Thirteen Weeks Ended
------------------------------
May 5, April 29,
2001 2000
------------- -------------
Net sales $ 136,657 $ 118,753
Costs of goods sold, buying and
occupancy costs 91,694 79,281
------------- -------------
Gross income 44,963 39,472
General, administrative and store
operating expenses 38,516 33,858
------------- -------------
Operating income 6,447 5,614
Interest expense, net 132 372
------------- -------------
Income before income taxes 6,315 5,242
Provision for income taxes 2,500 2,100
------------- -------------
Net income $ 3,815 $ 3,142
============= =============
Earnings per share:
Basic $ 0.12 $ 0.10
============= =============
Diluted $ 0.12 $ 0.10
============= =============
Weighted average common shares:
Basic 30,818 30,730
============= =============
Diluted 31,686 31,738
============= =============
The accompanying notes are an integral part of these consolidated financial
statements.
3
TOO, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
May 5, February 3,
2001 2001
------------ -----------
(unaudited)
ASSETS
Current assets:
Cash and equivalents $ 50,525 $ 54,788
Receivables 3,404 2,422
Inventories 39,118 45,715
Store supplies 9,004 9,050
Deferred income taxes 2,978 2,898
Other 1,046 1,408
------------ -----------
Total current assets 106,075 116,281
Property and equipment, net 83,817 81,184
Deferred income taxes 10,562 10,321
Other assets 1,258 1,325
------------ -----------
Total assets $ 201,712 $ 209,111
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 14,582 $ 24,213
Accrued expenses 40,000 37,703
Income taxes payable 7,298 13,603
------------ -----------
Total current liabilities 61,880 75,519
Long-term debt 50,000 50,000
Other long-term liabilities 4,366 3,881
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, 50 million shares authorized - -
Common stock, $.01 par value, 100 million shares authorized,
30.9 million and 30.8 million issued and outstanding,
respectively 309 308
Paid in capital 28,347 26,408
Retained earnings 56,810 52,995
------------ -----------
Total shareholders' equity 85,466 79,711
------------ -----------
Total liabilities and shareholders' equity $ 201,712 $ 209,111
============ ===========
The accompanying notes are an integral part of these consolidated
financial statements.
4
TOO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Thirteen Weeks Ended
--------------------------
May 5, April 29,
2001 2000
----------- -----------
Cash flows from operating activities:
Net income $ 3,815 $ 3,142
Impact of other operating activities on cash flows:
Depreciation and amortization 4,482 4,258
Changes in assets and liabilities:
Inventories 6,597 3,401
Accounts payable and accrued expenses (6,503) (12,495)
Income taxes (6,501) (2,462)
Other assets (243) (661)
Other liabilities 485 430
----------- -----------
Net cash provided by (used for) operating
activities 2,132 (4,387)
----------- -----------
Investing activities:
Capital expenditures (8,210) (7,502)
----------- -----------
Net cash used for investing activities (8,210) (7,502)
----------- -----------
Financing activities:
Stock options, restricted stock and other equity
changes 1,815 215
----------- -----------
Net cash provided by financing activities 1,815 215
----------- -----------
Net decrease in cash and equivalents (4,263) (11,674)
Cash and equivalents, beginning of period 54,788 59,984
----------- -----------
Cash and equivalents, end of period $ 50,525 $ 48,310
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
5
TOO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. BASIS OF PRESENTATION
Too, Inc. (referred to herein as "the Company") is a specialty retailer
that sells apparel, underwear, sleepwear, swimwear, lifestyle and personal
care products for fashion-aware, trend-setting young girls ages seven to
fourteen years. The consolidated financial statements include the accounts
of Too, Inc. and its wholly owned subsidiaries and reflect the Company's
assets, liabilities, results of operations and cash flows on a historical
cost basis.
The accompanying unaudited interim consolidated financial statements as of
May 5, 2001 and for the thirteen-week periods ended May 5, 2001 and April
29, 2000, are presented to comply with the rules and regulations of the
Securities and Exchange Commission. Accordingly, these consolidated
financial statements should be read in conjunction with the consolidated
financial statements and notes thereto contained in the Company's 2000
Annual Report on Form 10-K. In the opinion of management, the accompanying
interim consolidated financial statements reflect all adjustments (which
are of a normal, recurring nature) necessary to present fairly the
financial position, results of operations and cash flows for the interim
periods, but are not necessarily indicative of the results of operations
for a full fiscal year.
The consolidated financial statements as of May 5, 2001, and for the
thirteen weeks ended May 5, 2001, and April 29, 2000 included herein have
been reviewed by the independent public accounting firm of
PricewaterhouseCoopers LLP and the report of such firm follows the notes to
consolidated financial statements. PricewaterhouseCoopers LLP is not
subject to the liability provisions of Section 11 of the Securities Act of
1933 for its report on the consolidated financial statements because that
report is not a "report" within the meaning of Sections 7 and 11 of that
Act.
2. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding for the period. Diluted
earnings per share reflects the potential dilution that could occur if
stock options or restricted stock were converted to common stock using the
treasury stock method.
The following table shows the amounts used in the computation of basic and
diluted earnings per share (in thousands):
Thirteen Weeks Ended
------------------------
May 5, April 29,
2001 2000
---------- ----------
Net income $ 3,815 $ 3,142
========== ==========
Weighted average common shares - basic 30,818 30,730
Dilutive effect of stock options
and restricted stock 868 1,008
---------- ----------
Weighted average common shares - diluted 31,686 31,738
========== ==========
6
Options to purchase 158,000 common shares were not included in the
computation of net income per diluted share for the thirteen week period
ended May 5, 2001, as the options' exercise price was greater than the
average market price of the common shares. No options to purchase common
shares were excluded from the computation of net income per share for the
thirteen week period ended April 29, 2000.
3. INVENTORIES
The fiscal year of the Company is comprised of two principal selling
seasons: Spring (the first and second quarters) and Fall (the third and
fourth quarters). Inventories are principally valued at the lower of
average cost or market, on a first-in, first-out basis utilizing the retail
method. Inventory valuation at the end of the first and third quarters
reflects adjustments for inventory markdowns and shrinkage estimates for
the total selling season.
4. PROPERTY AND EQUIPMENT, NET
Property and equipment, net, consisted of (thousands):
May 5, February 3,
2001 2001
-------- -----------
Property and equipment, at cost $154,999 $ 147,742
Less accumulated depreciation and amortization (71,182) (66,558)
-------- -----------
Property and equipment, net $ 83,817 $ 81,184
======== ===========
5. RELATIONSHIP WITH THE LIMITED
In connection with the Spin-off, the Company entered into a service
agreement with Limited Logistics Services (formerly known as Limited
Distribution Services), a wholly owned subsidiary of The Limited, to
provide distribution services to us covering flow of merchandise from
factory to our stores for up to three years after the August 23, 1999 Spin-
off. Most of the merchandise and related materials for the Company's stores
are shipped to a distribution center owned by The Limited in Columbus,
Ohio, where the merchandise is received, inspected, allocated and packed
for shipment to stores. Under the service agreement, The Limited
distributes merchandise and related materials using common and contract
carriers to the Company's stores. Inbound freight is charged to Too based
upon actual receipts and related charges, while outbound freight is charged
based on a percentage of cartons shipped.
Our main offices are owned by Distribution Land Corp., a wholly owned
subsidiary of the Limited, and leased to us with a lease term expiring in
August 2002.
Our largest apparel supplier has been Mast Industries, Inc., a wholly owned
subsidiary of The Limited. Mast Industries supplied approximately 30% of
the apparel that we purchased in 2000. We believe that all transactions
that we have entered into with Mast Industries have been on terms that
would have been obtained on an arm's length basis since we treat them as if
they were a third party. We were not, and will not be, obligated to
continue to source products through Mast Industries.
Amounts payable to The Limited, including merchandise payables to Mast
Industries, approximated $6 million at May 5, 2001.
7
6. CREDIT FACILITY
During August 1999, the Company entered into a five-year $100 million
credit agreement (the "Credit Facility") with a syndicate of banks. The
Credit Facility is collateralized by virtually all assets of the Company
and is comprised of a $50 million five-year term loan and a $50 million
revolving loan commitment. The entire amount of the term portion was drawn
in order to fund a $50 million dividend to The Limited and $14 million was
drawn under the revolving loan commitment principally to repay a portion of
working capital advances made by the Limited prior to the Spin-off.
The $50 million revolving loan commitment is available to fund working
capital requirements and for general corporate purposes. Interest on
borrowings under the Credit Facility is based on matrix pricing applied to
either the London Interbank Offered Rate or Prime, as defined in the
agreement. Payments of principal under the term loan are due at various
dates from July 2002 to August 2004. A commitment fee based on matrix
pricing is charged on the unused portion of the revolving loan commitment.
The commitment fee is up to 1/2 of 1% of the unused revolving credit
commitment per annum. Under the terms of the Credit Facility, the Company
is required to comply with certain covenants including financial ratios.
The Credit Facility limits the Company from incurring certain additional
indebtedness and restricts substantial asset sales, capital expenditures
above approved limits and cash dividends. The Company is in compliance
with all applicable terms of the Credit Facility. As of May 5, 2001, there
were no amounts outstanding under the revolving portion of the Credit
Facility.
Interest expense, including the amortization of financing fees, amounted to
$1,052,000 for the quarter ending May 5, 2001. Interest expense was
partially offset by interest income of $920,000 for the quarter. Interest
expense and interest income amounted to $1,234,000 and $862,000,
respectively, for the quarter ending April 29, 2000.
7. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," amended and clarified
by SFAS No. 138, was adopted by the Company in the first quarter of 2001.
SFAS No. 133 requires that derivative instruments be recorded at fair value
and that changes in their fair value be recognized in current earnings
unless specific hedging criteria are met. Because the Company's use of
derivatives is limited, the adoption of SFAS No. 133 did not have a
significant effect on the Company's results of operations or its financial
position.
EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," will be
effective in the second quarter of 2001 and addresses the accounting for,
and classification of, various sales incentives. The Company has determined
that adopting the provisions of this EITF Issue will not have a material
impact on its consolidated financial statements.
8
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Too, Inc.:
We have reviewed the accompanying consolidated balance sheet of Too, Inc. and
its subsidiaries (the "Company") as of May 5, 2001, and the related consolidated
statements of income and cash flows for each of the thirteen-week periods ended
May 5, 2001 and April 29, 2000. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated interim financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.
We previously audited in accordance with auditing standards generally accepted
in the United States of America, the consolidated balance sheet as of February
3, 2001, and the related consolidated statements of income, shareholders'
equity, and of cash flows for the year then ended (not presented herein), and in
our report dated February 21, 2001 we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet information as of May 5, 2001, is
fairly stated in all material respects in relation to the consolidated balance
sheet from which it has been derived.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
May 22, 2001
9
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Results of Operations
Net sales for the thirteen weeks ended May 5, 2001 were $136.7 million, an
increase of 15% from $118.8 million for the comparable period of 2000. Gross
income increased 14% to $45.0 million from $39.5 million in 2000 and operating
income rose 15% to $6.4 million from $5.6 million in 2000. Net income increased
21% to $3.8 million from $3.1 million in 2000. Diluted earnings per share
increased to $.12, a 20% increase, versus diluted earnings per share of $.10 in
2000.
FINANCIAL SUMMARY
The following summarized financial and statistical data compares the thirteen
week period ended May 5, 2001, to the comparable 2000 period:
Thirteen Weeks Ended
-------------------------------------------------------
May 5, April 29, Percent
2001 2000 Change
------------- ------------- -----------
Net sales (millions) $ 136.7 $ 118.8 15%
Comparable store sales (decrease)
increase/(1)/ (2)% 10%
Retail sales per average square foot/(2)/ $ 80 $ 81 (1)%
Retail gross square feet at end of
quarter (thousands) 1,693 1,472 15 %
Stores with "Girl Power" format 164 100
Percentage of stores in "Girl Power"
Format 40 % 28%
Number of Stores:
-----------------
Beginning of period 406 352
Opened 8 9
Closed (1) (2)
----------- ----------
End of period 413 359
=========== ==========
/(1)/ A store is included in our comparable store sales calculation once it
has completed 52 weeks of operation. Further, stores that are expanded
more than 20% in square feet are treated as new stores for purposes of
this calculation. Fiscal 2001 comparable store sales are reported on a
calendar-shifted basis.
/(2)/ Retail sales per average square foot is the result of dividing net
sales for the fiscal quarter by average gross square feet, which
reflects the impact of opening and closing stores throughout the
quarter.
10
Net Sales
Net sales for the first quarter of 2001 increased 15% to $136.7 million from
$118.8 million in 2000. Comparable store sales decreased 2% for the first
quarter 2001 compared to a 10% increase during first quarter 2000. Net sales
benefited from a 15% increase in square footage growth over last year.
By merchandise category, significant sales increases were seen in the cut and
sewn, casual tops, active and casual pants (particularly pedals) and innerwear
(principally derived from cami bras).
Gross Income
Gross income, expressed as a percentage of net sales, was 32.9% for the first
quarter of 2001, a decrease of 30 basis points from a gross income rate of 33.2%
for the first quarter of 2000. This rate decrease was the result of higher
catalog costs associated with increased circulation, which was partially offset
by higher merchandise margins. The increase in merchandise margin was due to
higher initial mark-ups, which were partially offset by higher markdowns.
General, Administrative and Store Operating Expenses
General, administrative and store operating expense, expressed as a percentage
of net sales, decreased 30 basis points to 28.2% in the first quarter of 2001
from 28.5% for the same period in 2000. The decrease during the quarter was due
to lower home office expenses and the ability to control store operating
expenses.
Operating Income
Operating income, expressed as a percentage of net sales, was 4.7% in the first
quarter of 2001 unchanged from the first quarter of 2000.
Net Interest Expense
Net interest expense amounted to $132,000 for the quarter ending May 5, 2001.
Net interest expense for the quarter ending April 29, 2000 amounted to $372,000.
Interest expense, including the amortization of financing fees, amounted to
$1,052,000 for the quarter ending May 5, 2001. Interest expense was partially
offset by interest income of $920,000 for the quarter. Interest expense and
interest income amounted to $1,234,000 and $862,000, respectively, for the
quarter ending April 29, 2000. Interest income was earned on short-term
investments in commercial paper and money market instruments.
Income Taxes
Income tax expense amounted to $2.5 million for the quarter ending May 5, 2001,
compared to $2.1 million the comparable quarter in 2000. We anticipate that the
annual effective tax rate will remain unchanged at 40% in fiscal 2001.
11
FINANCIAL CONDITION
Liquidity and Capital Resources
Cash provided from operating activities and the revolving portion of our $100
million credit facility provide the resources to support operations, including
projected growth, seasonal working capital requirements and capital
expenditures.
Net cash provided by operating activities amounted to $2.1 million for the
quarter ending May 5, 2001 versus net cash used by operating activities of $4.4
million for the same period in 2000. The increase in net cash provided by
operating activities versus the comparable period in 2000 was principally due to
higher inventory level reductions, lower reductions of accounts payable and
accrued expenses and higher net income, as adjusted, for depreciation and
amortization.
Investing activities represented capital expenditures, which were primarily for
new and remodeled stores, as well as progress billings on the construction of
our new home office and distribution center.
Financing activities principally represented proceeds from employee stock option
exercises and the issuance of restricted stock.
A summary of our working capital position and capitalization follows
(thousands).
May 5, February 3,
2001 2001
---------- -----------
Working capital $ 44,195 $ 40,762
========== ===========
Capitalization:
Long-term debt 50,000 50,000
Shareholders' equity 85,466 79,711
---------- -----------
Total capitalization $ 135,466 $ 129,711
========== ===========
Amounts authorized under revolving portion
of credit facility $ 50,000 $ 50,000
========== ===========
In August 1999, we entered into a five-year, $100 million collateralized Credit
Facility. The Credit Facility consists of a $50 million five-year term loan and
a $50 million, five-year annual revolving credit commitment. The Credit
Facility's interest rates, which reflect matrix pricing, are based on the London
Interbank Offered Rate or Prime plus a spread as defined in the agreement. The
term loan is interest only until the end of the third year at which time the
amortization of the outstanding principle balance will begin. The Credit
Facility contains customary representations and warranties as well as certain
affirmative, negative and financial covenants.
No amounts were borrowed against the $50 million revolving credit commitment
during the quarter ended May 5, 2001.
12
Capital Expenditures
Capital expenditures totaled $8.2 million for the quarter ended May 5, 2001
compared to $7.5 million for the comparable period of 2000. 2001 capital
expenditures were $4.0 million for new and remodeled stores, $3.6 million for
the new distribution center, $0.6 million for the new home office and other
items. We anticipate spending approximately $70 million in 2001 for capital
expenditures including the construction of approximately 55 new stores, the
remodel of 6 existing stores and 7 new stores for our new concept, mishmash
along with $48 to $51 million for our new Home Office and Distribution Center
facilities. Our store expansion and remodel program should add approximately
206,000 to 211,000 gross square feet during 2001, representing a 12% to 13%
increase over year-end 2000. The Company expects that capital expenditures will
be funded principally by net cash provided by operating activities.
Recently Issued Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities," amended and clarified by SFAS
No. 138, was adopted by the Company in the first quarter of 2001. SFAS No. 133
requires that derivative instruments be recorded at fair value and that changes
in their fair value be recognized in current earnings unless specific hedging
criteria are met. Because the Company's use of derivatives is limited, the
adoption of SFAS No. 133 did not have a significant effect on the Company's
results of operations or its financial position.
EITF Issue No. 00-14, "Accounting for Certain Sales Incentives," will be
effective in the second quarter of 2001 and addresses the accounting for, and
classification of, various sales incentives. The Company has determined that
adopting the provisions of this EITF Issue will not have a material impact on
its consolidated financial statements.
Safe Harbor Statement Under The Private Securities Litigation Reform Act of 1995
The Company cautions that any forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) contained in
this Management's Discussion and Analysis or made by management of the Company
involve risks and uncertainties and are subject to change based on various
important factors, many of which may be beyond the Company's control. Forward-
looking statements are indicated by words such as "anticipate," "estimate,"
"expect," "intend," "risk," "could," "may," "will," "pro forma," "likely,"
"possible," "potential," and similar words and phrases and the negative forms
and variations of these words and phrases, and include statements in this
Management's Discussion and Analysis relating to anticipated capital
expenditures in 2001 for new stores and the remodeling or expansion of existing
stores, and the related funding. The following factors, among others, in some
cases have affected, and in the future could affect, the Company's financial
performance and actual results and could cause future performance and financial
results to differ materially from those expressed or implied in any forward-
looking statements included in this Management's Discussion and Analysis or
otherwise made by management: changes in consumer spending patterns, consumer
preferences and overall economic conditions; the impact of competition and
pricing; changes in weather patterns; currency and exchange risks; changes in
existing or potential trade restrictions, duties, tariffs or quotas; changes in
political or financial stability; changes in postal rates and charges and paper
and printing costs; availability of suitable store locations at appropriate
terms; ability to develop new merchandise; ability to hire and train associates;
and/or other risk factors that may be described in the Risk Factors section of
the Company's Form 10, filed August 18, 1999, as well as other filings with the
Securities and Exchange Commission. Future economic and industry trends that
could potentially impact revenue and profitability are difficult to predict.
The Company assumes no obligation to publicly update or revise its forward-
looking statements even if experience or future changes make it clear that any
projected results expressed or implied therein will not be realized.
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 4. Matters Submitted to a Vote of Security Holders
The 2001 annual meeting of shareholders was held on Tuesday, May 22,
2001, at 9:00 a.m. Eastern Time at our corporate offices, located at
3885 Morse Road, Columbus, Ohio.
The results of voting of all items submitted to shareholders is
summarized below:
ELECTION OF DIRECTORS FOR AGAINST WITHHELD RESULTS
---------------------------------- -------------- -------------- ------------------ ----------------
David A. Krinsky 27,628,135 - 44,063 Approved
Kenneth J. Strottman 27,503,953 - 168,245 Approved
FOR AGAINST ABSTAINED NON-VOTE RESULTS
-------------- -------------- ------------------ ---------------- -------------
Approval of Amendment to Stock
Option and Performance
Incentive Plan 21,289,266 3,867,147 15,497 2,500,288 Approved
Approval of Amendment to the
Stock Plan for Non-Associate
Directors 22,399,323 2,750,174 22,413 2,500,288 Approved
Item 6. Exhibits
(a) Exhibits
10.23 Too, Inc. Second Amended and Restated 1999 Stock Option and
Performance Incentive Plan.
10.24 Too, Inc. Second Amended and Restated 1999 Stock Plan for Non-
Associate Directors.
15 Letter re: Unaudited Interim Financial Information to Securities
and Exchange Commission re: Incorporation of Report of
Independent Accountants.
(b) Reports on Form 8-K
None
14
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOO, INC.
(Registrant)
By /S/ Kent A. Kleeberger
-----------------------
Kent A. Kleeberger,
Executive Vice President - Chief Financial Officer,
Logistics and Systems
Secretary and Treasurer
(duly authorized officer and Principal Financial
and Accounting Officer)
Date: June 14, 2001
15
EXHIBIT INDEX
Exhibit
No. Document
--- --------
10.23 Too, Inc. Second Amended and Restated 1999 Stock Option and
Performance Incentive Plan
10.24 Too, Inc. Second Amended and Restated 1999 Stock Plan for Non-
Associate Directors.
15 Letter re: Unaudited Interim Financial Information to Securities
and Exchange Commission re: Incorporation of Report of
Independent Accountants.