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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, 1999
[ ] TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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.
3885 MORSE ROAD,
COLUMBUS, OHIO 43219
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TOO, INC. SAVINGS AND RETIREMENT PLAN
REPORT ON AUDIT OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULE
AS OF AND FOR THE THREE MONTHS ENDED DECEMBER 31, 1999
CONTENTS
Report of Independent Auditor..................................................2
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits.................................3
Statement of Changes in Net Assets Available for Benefits......................4
Notes to Financial Statements..................................................5
SUPPLEMENTARY SCHEDULE
Schedule of Assets Held for Investment Purposes...............................11
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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 statement of net assets available for benefits
of the Too, Inc. Savings and Retirement Plan (the Plan) as of December 31, 1999,
and the related statement of changes in net assets available for benefits for
the period October 1, 1999 (effective date) to December 31, 1999. 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides 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, 1999, and the changes in net assets available for benefits for the
period October 1, 1999 (effective date) to December 31, 1999, in conformity with
generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of investments
held for investment purposes 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 has been subjected to the
auditing procedures applied in the audit 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.
/s/ Ary, Earman and Roepcke
Columbus, Ohio,
June 15, 2000
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TOO, INC. SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999
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<S> <C>
ASSETS:
Investments $17,604,940
Receivable for contributions:
Employer 1,146,518
Participants 63,051
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Total contributions receivable 1,209,569
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Accrued interest and dividends 376
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Total assets 18,814,885
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LIABILITIES:
Administrative fees payable 2,252
Due to brokers 26,057
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Total liabilities 28,309
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NET ASSETS AVAILABLE FOR BENEFITS $18,786,576
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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TOO, INC. SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD OCTOBER 1, 1999 (EFFECTIVE DATE) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
1999
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<S> <C>
ADDITIONS:
Investment Income:
Net appreciation in fair value of investments $ 1,649,348
Mutual funds earnings 256,431
Dividends 13,597
Common collective trusts earnings 1,024
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Total investment income 1,920,400
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Contributions:
Employer 1,223,562
Participants 184,881
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Total contributions 1,408,443
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Total additions 3,328,843
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DEDUCTIONS:
Distributions to participants 441,527
Administrative expenses 4,574
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Total deductions 446,101
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Net increase prior to transfers 2,882,742
Transfer of net assets available for benefits from The Limited, Inc.
Savings and Retirement Plan 15,903,834
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Net increase 18,786,576
Net assets available for plan benefits:
Beginning of period --
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End of period $18,786,576
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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TOO, INC. SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
(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 meet certain eligibility
requirements. Associates who are at least 21 years of age and have
completed 1,000 or more hours of service during their first consecutive
twelve months of employment or any calendar year beginning in or after
their first consecutive twelve months of employment are eligible to
participate in the Plan.
Prior to the Spin-off, the Company was a wholly owned subsidiary of The
Limited, Inc. ("The Limited") with the Company's eligible employees
participating in The Limited, Inc. Savings and Retirement Plan (the
"The Limited Plan"). Effective August 23, 1999, the Limited distributed
to its shareholders its ownership interest in Too (the "Spin-off") and
entered into certain transition service agreements with the Company.
Effective October 1, 1999, the Company established the Too, Inc.
Savings and Retirement Plan. Subsequent to October 1, 1999, the net
assets available for benefits allocated to Too associates under The
Limited Plan were transferred to the Plan.
Effective August 23, 1999, the date of Spin-off, no further participant
contributions were made to The Limited, Inc. Stock Fund. The Plan will
continue to maintain a separate Limited, Inc. Stock Fund until such
assets are distributed to participants or allocated to other investment
options.
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 Internal Revenue Code subject to the annual
compensation limit, which for the Plan year ended December 31, 1999,
was $160,000.
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.
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Participants Voluntary Contributions:
A participant may elect to make a voluntary tax-deferred contribution
of 1% to 6% of his or her annual compensation up to the maximum
permitted under Section 402(g) of the Internal Revenue Code adjusted
annually ($10,000 at December 31, 1999). This voluntary tax-deferred
contribution may be limited by Section 401(k) of the Internal Revenue
Code.
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
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. This investment option was not available
until October 1, 1999.
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. This investment
option was not available until October 1, 1999.
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. This investment option
was not available until October 1, 1999.
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.
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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.
This investment option was not available until October 1, 1999.
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. This investment option was not
available until October 1, 1999.
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. This investment option was not available until October 1, 1999.
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. This investment option was not available until October 1, 1999.
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%
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.
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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 $61,521 as of December 31,
1999.
Forfeitures
Forfeitures are used to reduce the Employers required contributions.
Forfeitures of $159,884 were used to reduce Employer contributions for
the plan year ended December 31, 1999.
Expenses
Participants are charged a quarterly fee based on their account
balance. Administrative expenses incurred in excess of the fees charged
are paid by the Company.
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.
Estimates
The Plan prepares its financial statements in conformity with generally
accepted accounting principles, 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.
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Net Appreciation in Fair Value of Investments
Net realized and unrealized appreciation (depreciation) is recorded in
the accompanying statement of changes in net assets available for
benefits as net appreciation in fair value of investments.
Benefit Payments
Benefits are recorded when paid.
(3) INVESTMENTS
The Plan's investments are held by the American Express Trust Company,
as trustee of the Plan. The following table presents balances as of
December 31, 1999 for the Plans current investment options. Investments
that represent 5 percent or more of the Plans net assets are separately
identified.
<TABLE>
<CAPTION>
1999
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<S> <C>
Investments at fair value as determined by Quoted market price:
Common stock:
The Limited, Inc. $ 3,926,191
Too, Inc. 505,873
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4,432,064
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Mutual funds:
AXP New Dimensions Fund, Class Y 4,360,074
AIM Balanced Fund, Class A 947,971
Other 108,565
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5,416,610
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9,848,674
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Estimated fair value:
Common collective trusts:
American Express Trust Income II 3,463,057
American Express Trust Equity Index II 4,192,164
Other 101,045
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7,756,266
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Total investments at fair value $17,604,940
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</TABLE>
The Plan's investments (including investments bought, sold, and held
during the year) appreciation (depreciation) in value for the three
month period ended December 31, 1999, is set forth below:
<TABLE>
<CAPTION>
1999
-----------
<S> <C>
Investments at fair value as determined by:
Quoted market price:
Common stock $ 442,585
Mutual funds 657,641
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1,100,226
Estimated fair value
Common collective trusts 549,122
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Net Appreciation in Fair Value $ 1,649,348
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</TABLE>
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(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
The Plan is administered by a Committee, the members of which are
appointed by the Board of Directors of the Company.
(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.
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:
<TABLE>
<CAPTION>
1999
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<S> <C>
Net Assets Available for Benefits
Per the Financial Statements $18,786,576
Amounts Allocated to Withdrawing
Participants (61,521)
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Net Assets Available for Benefits
Per Form 5500 $18,725,055
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</TABLE>
The following is a reconciliation of benefits paid to participants per
the financial statements to Form 5500:
<TABLE>
<CAPTION>
<S> <C>
Benefits Paid to Participants Per the Financial
Statements $ 441,527
Amounts Allocated to Withdrawing Participants:
At December 31, 1999 61,521
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Benefits Paid to Participants Per Form 5500 $ 503,048
===========
</TABLE>
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.
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SCHEDULE I
TOO, INC. SAVINGS AND RETIREMENT PLAN
EIN #31-1333930 PLAN #001
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT YEAR END
DECEMBER 31, 1999
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Description of
investment including
Identity of issue, maturity date, rate (1)
borrower, lessor, or of interest, collateral, Current
similar party par or maturity value Cost Value
---------------------------- --------------------------- ------- ------------
<S> <C> <C> <C> <C>
The Limited, Inc. Common Stock - 90,648 shares $ 3,926,191
* Too, Inc. Common Stock - 29,326 shares 505,873
* American Express Trust Common Collective Trust - 660
Horizon Long -Term 25.054 Shares
(80:20) Fund
* American Express Trust Common Collective Trust - 100,385
Money Market Fund II 100,385.010
* American Express Trust Common Collective Trust - 3,463,057
Income Fund II 177,483.427 Shares
* American Express Trust Common Collective Trust - 4,192,164
Equity Index Fund II 105,016.752 Shares
* AXP New Dimensions Fund, Class Y Mutual Fund - 121,755.757 Shares 4,360,074
AIM Balanced Fund, Mutual Fund - 28,998.796 Shares 947,971
Class A
* AXP Selective Fund, Mutual Fund - 340.223 Shares 2,882
Class Y
American Century Income Mutual Fund - 849.057 Shares 28,910
& Growth Fund
Janus Overseas Fund Mutual Fund - 2,063.823 Shares 76,773
</TABLE>
* Represents a party in interest
(1) Cost information omitted - investment is part of individual account
plan that a participant or beneficiary directed with respect to assets
allocated to his or her account.
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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, 2000
TOO, INC. SAVINGS AND RETIREMENT PLAN
(registrant)
By /s/ KATHLEEN C. MAURER
------------------------------------------
Kathleen C. Maurer
Chairperson of the Benefits Administrative
Committee
Exhibit Index
Exhibit No.
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23 Consent of Ary, Earman and Roepcke
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