SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2000
Commission File Number 1-12381
Linens 'n Things, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 22-3463939
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6 Brighton Road, Clifton, New Jersey 07015
------------------------------------ -----
(Address of principal executive offices) (Zip Code)
(973) 778-1300
--------------
(Registrant's telephone number, including area code)
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.
Yes X No
----- -----
Number of shares outstanding of the issuer's Common Stock:
Class Outstanding at August 3, 2000
----- -----------------------------
Common Stock, $0.01 par value 39,780,653
<PAGE>
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information Page No.
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<S> <C> <C>
Item 1. Financial Statements
Consolidated Statements of Operations for the
Thirteen and Twenty-Six Weeks Ended July 1, 2000
and July 3, 1999 3
Consolidated Balance Sheets as of July 1, 2000,
January 1, 2000 and July 3, 1999 4
Consolidated Statements of Cash Flows for the
Twenty-Six Weeks Ended July 1, 2000
and July 3, 1999 5
Notes to Consolidated Financial Statements 6-7
Independent Auditors' Review Report 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
(a) Exhibit Index 12
(b) Reports on Form 8-K 12
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share amounts)
(Unaudited)
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------------------- -----------------------------------
July 1, July 3, July 1, July 3,
2000 1999 2000 1999
------------- -------------- -------------- -----------------
<S> <C> <C> <C> <C
Net sales $339,655 $ 271,628 $666,631 $ 545,168
Cost of sales, including buying and warehousing costs 199,972 160,733 398,647 327,581
------------- -------------- -------------- -----------------
Gross profit 139,683 110,895 267,984 217,587
Selling, general and administrative expenses 127,743 102,454 247,970 203,497
------------- -------------- -------------- -----------------
Operating profit 11,940 8,441 20,014 14,090
Interest expense (income), net 666 143 560 (55)
------------- -------------- -------------- -----------------
Income before provision for income taxes 11,274 8,298 19,454 14,145
Provision for income taxes 4,327 3,195 7,452 5,447
------------- -------------- -------------- -----------------
Net income $6,947 $ 5,103 $12,002 $ 8,698
============= ============== ============= ================
Per share of common stock:
Basic
Net income per share $0.18 $0.13 $0.30 $0.22
Weighted average shares outstanding 39,672 39,362 39,577 39,259
Diluted
Net income per share $0.17 $0.12 $0.30 $0.21
Weighted average shares outstanding 40,621 41,074 39,766 40,968
----------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
July 1, January 1, July 3,
2000 2000 1999
------------------- ------------------ -------------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 6,608 $ 45,751 $ 3,901
Accounts receivable, net 19,674 20,836 22,368
Inventories 426,455 342,681 332,626
Prepaid expenses and other current assets 25,382 21,410 24,834
------------------- ------------------ -------------------
Total current assets 478,119 430,678 383,729
Property and equipment, net 241,060 223,725 200,556
Goodwill, net 19,402 19,826 20,251
Deferred charges and other noncurrent assets, net 6,010 5,687 5,393
------------------- ------------------ -------------------
Total assets $ 744,591 $ 679,916 $ 609,929
=================== ================== ===================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $ 192,891 $ 144,884 $ 157,156
Accrued expenses and other current liabilities 84,801 104,414 73,239
Short-term debt 14,500 -- --
------------------- ------------------ -------------------
Total current liabilities 292,192 249,298 230,395
Deferred income taxes and other long-term liabilities 51,776 46,656 41,139
Shareholders' equity:
Preferred stock, $0.01 par value; 1,000,000 shares
authorized; none issued and outstanding -- -- --
Common stock, $0.01 par value; 135,000,000 shares
authorized at July 1, 2000, January 1, 2000 and July 3, 1999;
39,842,595 shares issued and 39,766,118 outstanding at July 1,
2000; 39,555,259 shares issued and 39,478,782 outstanding at
January 1, 2000; and 39,470,319 shares issued and 39,393,842
outstanding at July 3, 1999
398 396 395
Additional paid-in capital 225,574 220,751 218,539
Retained earnings 177,251 165,249 121,895
Accumulated other comprehensive income (166) -- --
Treasury stock, at cost, 76,477 shares at
July 1, 2000, January 1, 2000 and July 3, 1999 (2,434) (2,434) (2,434)
------------------- ------------------ -------------------
Total shareholders' equity 400,623 383,962 338,395
------------------- ------------------ -------------------
Total liabilities and shareholders' equity $ 744,591 $ 679,916 $ 609,929
=================== ================== ===================
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</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Twenty-Six Weeks Ended
-----------------------------------------
July 1, July 3,
2000 1999
------------------- ------------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $12,002 $ 8,698
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 15,598 12,637
Deferred income taxes 1,778 1,784
Loss on disposal of assets 791 542
Changes in assets and liabilities:
Decrease in accounts receivable 1,162 446
Increase in inventories (83,774) (61,237)
Increase in prepaid expenses
and other current assets (2,387) (5,465)
Increase in deferred charges and other
noncurrent assets (620) (429)
Increase in accounts payable 23,551 37,479
Decrease in accrued expenses and other liabilities
(2,973) (5,303)
------------------- ------------------
Net cash used in operating activities (34,872) (10,848)
------------------- ------------------
Cash flows from investing activities:
Additions to property and equipment (33,003) (33,163)
------------------- ------------------
Cash flows from financing activities:
Increase in short-term debt 14,500 --
Proceeds and Federal tax benefit from common
stock exercised under stock incentive plans 4,659 7,165
Increase in treasury stock -- (1,044)
Increase (decrease) in book overdrafts 9,573 (847)
------------------- ------------------
Net cash provided by financing activities 28,732 5,274
------------------- ------------------
Net decrease in cash and cash equivalents (39,143) (38,737)
Cash and cash equivalents at beginning of year 45,751 42,638
------------------- ------------------
Cash and cash equivalents at end of period $6,608 $ 3,901
=================== ==================
----------
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated financial statements, except for the January 1,
2000 consolidated balance sheet, are unaudited. In the opinion of management,
the accompanying consolidated financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the
financial position of the Company as of July 1, 2000 and July 3, 1999 and the
results of operations for the respective thirteen and twenty-six weeks then
ended and cash flows for the twenty-six weeks then ended. Because of the
seasonality of the specialty retailing business, operating results of the
Company on a quarterly basis may not be indicative of operating results for the
full year.
These consolidated financial statements should be read in conjunction with the
Company's audited consolidated financial statements for the fiscal year ended
January 1, 2000, included in the Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission. All significant intercompany accounts
and transactions have been eliminated.
The January 1, 2000 consolidated balance sheet amounts have been derived from
the Company's audited consolidated balance sheet amounts.
2. Short-Term Borrowing Arrangements
The Company has available a three-year, $90 million senior revolving credit
facility agreement (the "Credit Agreement") with third party institutional
lenders expiring March 31, 2001. The amount of borrowings can be increased up to
$125 million provided certain terms and conditions contained in the Credit
Agreement are met. The Credit Agreement contains certain financial covenants,
including those relating to the maintenance of a minimum tangible net worth, a
minimum fixed charge coverage ratio, and a maximum leverage ratio, as defined in
the Credit Agreement. As of July 1, 2000, the Company was in compliance with the
terms and conditions of the Credit Agreement. The Credit Agreement also allows
for up to $25 million in borrowings from uncommitted lines of credit outside of
the Credit Agreement. As of July 1, 2000, the Company had no borrowings under
the Credit Agreement and had $14.5 million in borrowings against the uncommitted
lines of credit.
3. Recent Accounting Pronouncement
The Company is required to adopt Statement of Financial Standards ("SFAS") No.
133 "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No.
133") effective July 1, 2000, and has determined that the effect SFAS No. 133
will not have a significant effect to its results of operations and financial
position. This statement is not required to be applied retroactively to
financial statements of prior periods.
Financial Accounting Standards Board ("FASB") Interpretation No. 44, "Accounting
for Certain Transactions Involving Stock Compensation" ("FIN No. 44") provides
guidance for applying Accounting Pronouncements Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees". With certain exceptions, FIN No. 44
applies prospectively to new awards, exchanges of awards in a business
combination, modifications to outstanding awards and changes in grantee status
on or after July 1, 2000. The Company has determined that the implementation of
FIN No. 44 will not have a significant effect on its results of operations.
At a recent FASB Emerging Issues Task Force ("EITF") meeting, a consensus was
reached with respect to the issue of "Accounting for Certain Sales Incentives,"
including point of sale coupons, rebates and free merchandise. The consensus
included a conclusion that the value of such sales incentives that result in a
reduction of the price paid by the customer should be netted against sales and
not classified as a sales or marketing expense. The adoption of the EITF is
required in the fourth quarter of the Company's current year. The Company
already includes such sales incentives against sales and records free
merchandise in cost of goods sold as required by the new EITF consensus.
4. Deferred Compensation Plan
The Company has a deferred compensation plan (the "Plan") established to enable
key employees of the Company, as designated by the Company, to defer
compensation, including stock and stock denominated awards. Participation is
voluntary and participants can elect to make contributions to the Plan.
Participants are 100% vested in their own deferrals to the Plan at all times. At
July 1, 2000, the liability under the Plan, which is reflected in other
long-term liabilities, was $6.8 million.
5. Comprehensive Income
Statement of Financial Accounting Standards No. 130, Reporting Comprehensive
Income ("SFAS No. 130") requires that items defined as other comprehensive
income, such as foreign currency translation adjustments, be separately
classified in the financial statements and that the accumulated balance of other
comprehensive income be reported separately from retained earnings and
additional paid-in capital in the equity section of the balance sheet. The
components of comprehensive income for the three and six months ended July 1,
2000 are as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
July 1, 2000 July 1, 2000
-------------------- ----------------
<S> <C> <C>
Comprehensive Income:
Net Income $6,947 $12,002
Other comprehensive income--
Foreign currency translation adjustment (166) (166)
-------------------- ----------------
Comprehensive income $6,781 $11,836
==================== ================
</TABLE>
<PAGE>
Independent Auditors' Review Report
The Board of Directors and Shareholders
Linens 'n Things, Inc.:
We have reviewed the consolidated balance sheets of Linens 'n Things, Inc. and
subsidiaries as of July 1, 2000 and July 3, 1999, and the related consolidated
statements of operations for the thirteen and twenty-six week periods then ended
and the related consolidated statements of cash flows for the twenty-six week
periods ended July 1, 2000 and July 3, 1999. These consolidated 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 review 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 consolidated financial statements referred to above for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Linens 'n Things, Inc. and
subsidiaries as of January 1, 2000 and the related consolidated statements of
operations, shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated February 2, 2000 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet as of
January 1, 2000, is fairly presented, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.
KPMG LLP
New York, New York
July 19, 2000
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
LINENS 'N THINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
consolidated financial statements of the Company and the notes thereto appearing
elsewhere in this document.
Results of Operations
Thirteen Weeks Ended July 1, 2000
Compared With Thirteen Weeks Ended July 3, 1999
-----------------------------------------------
Net sales increased 25.0% to $339.7 million for the thirteen weeks ended July 1,
2000, up from $271.6 million for the same period in 1999, primarily as a result
of new store openings since July 3, 1999. Comparable store net sales for the
thirteen weeks ended July 1, 2000 increased 5.7% as compared with an increase of
6.4% for the same period last year. Comparable store net sales were benefited in
part due to the Easter selling season, which shifted to the second quarter of
2000 as compared to the first quarter of 1999. This resulted in a transfer in
sales from the first to the second quarter this year.
During the thirteen weeks ended July 1, 2000, the Company opened five stores and
closed one store, compared with opening 11 stores and closing three stores
during the same period last year. At July 1, 2000, the Company operated 244
stores, compared with 204 stores at July 3, 1999. Store square footage increased
22.1% to 8,451,000 at July 1, 2000 compared with 6,924,000 at July 3, 1999.
For the thirteen weeks ended July 1, 2000, the net sales of the "things"
business increased approximately 33% over the prior year while the net sales of
the "linens" business increased approximately 20% over the same period in 1999.
Gross profit for the thirteen weeks ended July 1, 2000 was $139.7 million, or
41.1% of net sales, compared with $110.9 million, or 40.8% of net sales, for the
same period last year. The increase in gross profit as a percent of sales was
primarily due to improvements in the selling mix and increased penetration of
seasonal product that has a higher markon. In addition, the Company lowered its
markdown rate through improved inventory management. Logistics costs as a
percent of sales were lower than last year as the Company continues to leverage
its costs through the use of its distribution network.
Selling, general and administrative expenses for the thirteen weeks ended July
1, 2000 were $127.7 million, or 37.6% of net sales, compared with $102.5
million, or 37.7% of net sales, for the same period last year. This decrease as
a percentage of net sales is primarily due to the opening of fewer stores as
compared with last year. However, these savings were offset in part by
pre-opening and grand opening advertising costs incurred during the second
quarter by several store openings which occurred in late March.
Operating profit for the thirteen weeks ended July 1, 2000 increased to $11.9
million, or 3.5% of net sales, compared with $8.4 million, or 3.1% of net sales,
for the same period last year.
The Company incurred net interest expense of approximately $666,000 (including
commitment fees in connection with the Company's $90 million credit agreement)
for the thirteen weeks ended July 1, 2000, compared with approximately $143,000
for the same period in 1999.
The Company's income tax expense for the thirteen weeks ended July 1, 2000 was
approximately $4.3 million as compared with $3.2 million for the same period
last year. The Company's effective tax rate was 38.4% for the thirteen weeks
ended July 1, 2000 as compared with 38.5% for the thirteen weeks ended July 3,
1999.
Net income for the thirteen weeks ended July 1, 2000 increased to $6.9 million,
or $0.17 per share, compared with $5.1 million, or $0.12 per share, for the same
period last year.
<PAGE>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued
Twenty-Six Weeks Ended July 1, 2000
Compared With Twenty-Six Weeks Ended July 3, 1999
--------------------------------------------------
Net sales increased 22.3% to $666.6 million for the twenty-six weeks ended July
1, 2000, up from $545.2 million for the same period in 1999, primarily as a
result of new store openings since July 3, 1999. Comparable store net sales for
the twenty-six weeks ended July 1, 2000 increased 4.5% as compared with an
increase of 6.4% for the same period last year.
During the twenty-six weeks ended July 1, 2000, the Company opened 17 stores and
closed 3 stores, compared with opening 14 stores and closing 6 stores during the
same period last year.
For the twenty-six weeks ended July 1, 2000, the net sales of the "things"
business increased approximately 30% over the prior year, while the net sales of
the "linens" business increased approximately 20% over the same period in 1999.
The Company continues to increase its penetration of the "things" business which
represents approximately 40% of total sales.
Gross profit for the twenty-six weeks ended July 1, 2000 was $268.0 million, or
40.2% of net sales, compared with $217.6 million, or 39.9% of net sales, for the
same period last year. The increase in gross profit was due primarily to
improvements in the selling mix, which included a higher penetration of seasonal
merchandise, which has a higher markon. Improvements have also come from a lower
markdown rate and the leveraging of logistics costs through the use of the
Company's distribution network.
Selling, general and administrative expenses for the twenty-six weeks ended July
1, 2000 were $248.0 million, or 37.2% of net sales, compared with $203.5
million, or 37.3% of net sales, for the same period last year. This decrease as
a percentage of net sales related to three fewer store closings as compared with
the same period last year. The decrease was partially offset by continued
investment in store payroll in order to improve guest service levels.
Operating profit for the twenty-six weeks ended July 1, 2000 increased to $20.0
million, or 3.0% of net sales, compared with $14.1 million, or 2.6% of net
sales, for the same period last year.
The Company incurred net interest expense of approximately $560,000 (including
commitment fees in connection with the Company's $90 million credit agreement)
for the twenty-six weeks ended July 1, 2000, compared with net interest income
of approximately $55,000 for the same period in 1999.
The Company's income tax expense for the twenty-six weeks ended July 1, 2000 was
$7.5 million as compared with $5.4 million for the same period last year. The
Company's effective tax rate was 38.3% for the twenty-six weeks ending July 1,
2000, as compared with 38.5% for the same period last year.
Net income for the twenty-six weeks ended July 1, 2000 increased to $12.0
million, or $0.30 per share, compared with $8.7 million, or $0.21 per share, for
the same period last year.
Liquidity and Capital Resources
The Company's capital requirements are primarily investments in new stores, new
store inventory purchases and seasonal working capital. These requirements are
funded through a combination of internally generated cash from operations,
credit extended by suppliers and short-term borrowings.
The Company has available a $90 million three-year revolving credit facility
expiring March 31, 2001, which can be increased up to $125 million provided
certain terms and conditions contained in the credit agreement are met. This
agreement allows for up to $25 million in borrowings from uncommitted lines of
credit. Management currently believes that the Company's cash flows from
operations, credit extended by suppliers, the revolving credit facility and the
uncommitted lines of credit will be sufficient to fund anticipated capital
expenditures and working capital requirements in the foreseeable future.
<PAGE>
LINENS 'N THINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, continued
Net cash used in operating activities for the twenty-six weeks ended July 1,
2000 was $34.9 million compared with $10.8 million for the same period last
year. This increase was primarily due to an increase in inventory. The higher
inventory level is predominately attributed to the additional store openings
since July 3, 1999 as well as the build-up of inventory for the Company's "Back
to Campus" selling season.
Net cash used in investing activities during the twenty-six weeks ended July 1,
2000 was $33.0 million compared with $33.2 million for the same period last
year. The net cash used in investing activities remained flat with last year due
to the addition of three more store openings this year as compared with last
year, which was offset by capital expenditures incurred through the second
quarter of 1999 for the second distribution center.
Net cash provided by financing activities during the twenty-six weeks ended July
1, 2000 was $28.7 million compared with $5.3 million for the same period last
year. This increase was primarily the result of an increase in short-term
borrowings of $14.5 million and the timing and settlement of vendor payments.
Inflation
The Company does not believe that its operating results have been materially
affected by inflation during the preceding three years. There can be no
assurance, however, that the Company's operating results will not be affected by
inflation in the future.
Seasonality
The Company's business is subject to substantial seasonal variations.
Historically, the Company has realized a significant portion of its net sales
and net income for the year during the third and fourth quarters. The Company's
quarterly results of operations may also fluctuate significantly as a result of
a variety of other factors, including the timing of new store openings. The
Company believes this is the general pattern associated with its segment of the
retail industry and expects this pattern will continue in the future.
Consequently, comparisons between quarters are not necessarily meaningful and
the results for any quarter are not necessarily indicative of future results.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of 1995. The
statements are made a number of times throughout the document and may be
identified by forward-looking terminology such as "expect," "believe," "may,"
"will," "intend" or similar statements or variations of such terms. Such
forward-looking statements involve certain risks and uncertainties including
levels of sales, store traffic, acceptance of product offerings and fashions,
competitive pressures from other home furnishings retailers, availability of
suitable future store locations and schedule of store expansion plans. These and
other important factors that may cause actual results to differ materially from
such forward-looking statements are included in the "Risk Factors" section of
the Company's Registration Statement on Form S-1 as filed with the Securities
and Exchange Commission on May 29, 1997, and may be contained in subsequent
reports filed with the Securities and Exchange Commission. You are urged to
consider such factors. The Company assumes no obligation for updating any such
forward-looking statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
On May 10, 2000 the Company held its Annual Meeting of Shareholders. At the
Annual Meeting, Philip E. Beekman and Harold F. Compton were re-elected as
directors of the Company, with 35,176,074 shares voted for and 1,778,194 shares
withheld for Mr. Beekman and 35,174,325 shares voted for and 1,779,943 shares
withheld for Mr. Compton. Directors whose term of office continued following the
meeting were: Norman Axelrod, Stanley P. Goldstein and Charles C. Conaway. Mr.
Conaway has since resigned as a director from the Company in connection with his
recent appointment as Chairman and Chief Executive Officer of K-Mart. Morton E.
Handel was appointed to the Company's Board of Directors at the May 31, 2000
Board meeting.
Also at the Annual Meeting, the shareholders approved the proposal to adopt the
2000 Stock Award and Incentive Plan with 30,604,106 shares voted for the
proposal, 3,188,153 shares voted against the proposal and 439,311 shares
abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBIT INDEX
Exhibit
Number Description
11 Computation of Net Income Per Common Share
15 Letter re unaudited interim financial information
27 Financial Data Schedule (filed electronically with SEC only)
(b) Reports on Form 8-K:
There were no Current Reports on Form 8-K filed with the Securities
and Exchange Commission during the second quarter of 2000.
<PAGE>
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.
LINENS 'N THINGS, INC.
(Registrant)
By: WILLIAM T. GILES
-----------------------------
William T. Giles
Senior Vice President, Chief
Financial Officer
(Duly authorized officer and
principal financial officer)
Date: August 15, 2000
