<PAGE> 1
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 APRIL 29, 2000
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 MAY 24, 2000
------------ ---------------------------
$.01 Par Value 30,735,480 Shares
<PAGE> 2
TOO, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Income for the Thirteen Weeks Ended
April 29, 2000 and May 1, 1999................................................................. 3
Consolidated Balance Sheets
April 29, 2000 and January 29, 2000............................................................ 4
Consolidated Statements of Cash Flows for the Thirteen Weeks Ended
April 29, 2000 and May 1, 1999................................................................. 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.............................................................................. 15
Item 6. Exhibits and Reports on Form 8-K............................................................. 15
Signature ............................................................................................. 16
Index to Exhibits...................................................................................... 17
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOO, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED, IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
-------------------------------
APRIL 29, MAY 1,
2000 1999
--------------- --------------
<S> <C> <C>
Net sales $118,818 $ 95,048
Costs of goods sold, buying and
occupancy costs 79,114 63,324
-------- --------
Gross income 39,704 31,724
General, administrative and store
operating expenses 34,090 29,102
-------- --------
Operating income 5,614 2,622
Interest expense, net 372 -
-------- --------
Income before income taxes 5,242 2,622
Provision for income taxes 2,100 1,000
-------- --------
Net income $ 3,142 $ 1,622
======== ========
Earnings per share:
Basic $ 0.10 $ 0.05
======== ========
Diluted $ 0.10 $ 0.05
======== ========
Weighted average common shares:
Basic 30,730 30,674
======== ========
Diluted 31,738 30,674
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
TOO, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
APRIL 29, JANUARY 29,
2000 2000
-------- --------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and equivalents $ 48,310 $ 59,984
Receivables 3,123 2,863
Inventories 31,255 34,656
Store supplies 6,627 6,171
Deferred income taxes 2,904 2,904
Other 644 504
-------- --------
Total current assets 92,863 107,082
Property and equipment, net 65,118 61,874
Deferred income taxes 7,838 7,838
Other assets 1,606 1,799
-------- --------
Total assets $167,425 $178,593
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 11,352 $ 20,754
Accrued expenses 43,596 46,689
Income taxes payable 11,079 13,541
-------- --------
Total current liabilities 66,027 80,984
Long-term debt 50,000 50,000
Other long-term liabilities 2,574 2,142
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, 50 million shares authorized - -
Common stock, $.01 par value, 100 million shares authorized,
30.7 million issued and outstanding 307 307
Paid in capital 24,625 24,410
Retained earnings since effective date, August 23, 1999 23,892 20,750
-------- --------
Total shareholders' equity 48,824 45,467
-------- --------
Total liabilities and shareholders' equity $167,425 $178,593
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
4
<PAGE> 5
TOO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
----------------------
APRIL 29, MAY 1,
2000 1999
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,142 $ 1,622
IMPACT OF OTHER OPERATING ACTIVITIES ON CASH FLOWS:
Depreciation and amortization 4,258 3,216
CHANGES IN ASSETS AND LIABILITIES:
Inventories 3,401 3,981
Accounts payable and accrued expenses (12,495) 1,793
Income taxes (2,462) (11,000)
Other assets and liabilities (231) (98)
-------- --------
NET CASH USED FOR OPERATING ACTIVITIES (4,387) (486)
-------- --------
INVESTING ACTIVITIES:
Capital expenditures (7,502) (7,267)
-------- --------
CASH USED FOR INVESTING ACTIVITIES (7,502) (7,267)
-------- --------
FINANCING ACTIVITIES:
Stock options, restricted stock and other equity changes 215 -
Net increase in net investment by The Limited - 7,324
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 215 7,324
-------- --------
NET DECREASE IN CASH AND EQUIVALENTS (11,674) (429)
Cash and equivalents, beginning of period 59,984 987
-------- --------
Cash and equivalents, end of period $ 48,310 $ 558
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
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 April 29, 2000, and for the thirteen-week periods ended April 29,
2000 and May 1, 1999, 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 1999 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.
Prior to August 23, 1999, the Company operated as a wholly owned
subsidiary of The Limited, Inc. Effective August 23, 1999, The Limited
distributed to its shareholders of record as of August 11, 1999, all of
its interest in Too on the basis of one share of Too common stock for
each seven shares of The Limited common stock (the "Spin-off"). The
Spin-off resulted in 30.7 million shares of Too common stock
outstanding as of August 23, 1999. As a result of the Spin-off, the
Company became an independent, separately traded, public company listed
on the New York Stock Exchange.
The consolidated financial statements as of April 29, 2000, and for the
thirteen week periods ended April 29, 2000, and May 1, 1999 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.
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.
Earnings per share, as presented in the Consolidated Statements of
Income, for periods prior to and including the Spin-off was calculated
by dividing net income by the 30.7 million common shares issued in
connection with the Spin-off as if these shares were outstanding for
such periods.
6
<PAGE> 7
The following table shows the amounts used in the computation of basic
and diluted earnings per share (in thousands):
THIRTEEN WEEKS ENDED
--------------------
APRIL 29, MAY 1,
2000 1999
------- -------
Net income $ 3,142 $ 1,622
======= =======
Weighted average outstanding shares - basic 30,730 30,674
Dilutive effect of stock options
and restricted stock 1,008 -
------- -------
Weighted average outstanding shares - diluted 31,738 30,674
======= =======
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):
<TABLE>
<CAPTION>
APRIL 29, JANUARY 29,
2000 2000
-------- --------
<S> <C> <C>
Property and equipment, at cost $128,731 $121,268
Less accumulated depreciation and amortization 63,613 59,394
-------- --------
Property and equipment, net $ 65,118 $ 61,874
======== ========
</TABLE>
5. RELATIONSHIP WITH THE LIMITED
In connection with the Spin-off, the Company entered into a service
agreement with 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
date of 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.
7
<PAGE> 8
Additionally, The Limited provides to us certain transitional services
principally related to management information systems. Agreements
covering such services are generally effective through the first
anniversary date of the Spin-off. Also, 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
33% of the apparel that we purchased in 1999. 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 source products through Mast Industries.
Amounts payable to The Limited, including merchandise payables to Mast
Industries, amounted to approximately $9.2 million at April 29, 2000.
8
<PAGE> 9
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 April 29, 2000, and the related
consolidated statements of income and cash flows for each of the thirteen-week
periods ended April 29, 2000 and May 1, 1999. 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 generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing standards,
the consolidated balance sheet as of January 29, 2000, and the related
consolidated statements of income, shareholders' equity, and cash flows for the
year then ended (not presented herein), and in our report dated February 17,
2000 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 January 29, 2000, 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 15, 2000
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS
Net sales for the thirteen weeks ended April 29, 2000, were $118.8 million, an
increase of 25%, from $95.0 million for the comparable period of 1999. This
increase was driven by a 10% increase in comparable store sales, with the
balance attributable to new stores, remodeled stores and approximately $2
million from the catalog sales channel. Gross income increased 25% to $39.7
million from $31.7 million in 1999 and operating income increased 114% to $5.6
million from $2.6 million in 1999. Net income was $3.1 million, an increase of
205%, from $1.0 million on an adjusted basis for the comparable period ended May
1, 1999. The adjusted results for 1999 reflect interest expense, net of the
related tax benefit, on the Company's borrowings under the credit facility as if
it were in place as of the beginning of the year. Diluted earnings per share
increased to $.10, more than triple the 1999 adjusted diluted earnings per share
and double the 1999 historical diluted earnings per share.
ADJUSTED EARNINGS PER DILUTED SHARE (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
-----------------------------
APRIL 29, MAY 1,
2000 1999
------------- -------------
<S> <C> <C>
Earnings per share - diluted $ 0.10 $ 0.05
============= =============
Adjusted earnings per diluted share:
------------------------------------
Net income $ 1,622
Adjusted interest expense (1) (993)
Adjusted tax benefit (2) 400
-------------
Adjusted net income $ 1,029
=============
Adjusted earnings per diluted share $ 0.03
=============
Weighted average diluted shares outstanding (3) 31,738 31,738
============= =============
</TABLE>
1) Adjusted net income and adjusted earnings per diluted share include
interest expense and financing fees, net of the related tax benefit,
on approximately $52 million of average indebtedness representing debt
incurred under the credit facility which was used to pay a $50 million
dividend to The Limited in connection with the Spin-off.
2) The tax benefit is related to adjusted interest expense arising from
the credit facility at an estimated effective tax rate of
approximately 40%.
3) As no shares were outstanding prior to the Spin-off, weighted average
diluted shares as calculated during the current period were used in
comparable prior periods to determine adjusted earnings per diluted
share.
10
<PAGE> 11
FINANCIAL SUMMARY
The following summarized financial and statistical data compares the
thirteen-week period ended April 29, 2000, to the comparable 1999 period:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
-------------------------------------------
APRIL 29, MAY 1, PERCENT
2000 1999 CHANGE
------------- ------------- ---------
<S> <C> <C> <C>
Net sales (millions) $ 118.8 $ 95.0 25%
Comparable store sales increases(1) 10% 10%
Retail sales per average square foot(2) $ 81 $ 74 9%
Retail gross square feet at end of
quarter (thousands) 1,472 1,296 14%
NUMBER OF STORES:
Beginning of period 352 319
Opened 9 9
Closed (2) (7)
------------- -------------
End of period 359 321
============= =============
Stores with "Girl Power" format 100 43
Percentage of stores in "Girl Power"
format 28% 13%
</TABLE>
(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.
(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.
NET SALES
Net sales for the first quarter of 2000 increased 25% to $118.8 million from
$95.0 million in 1999. The net sales increase was attributable to a 10% increase
in comparable store sales, with the balance due to the net addition of 38 new
stores since the end of the first quarter 1999, remodeled stores and
approximately $2 million from the catalog sales channel.
Within merchandise categories, Active pants, shorts, jackets and graphic tees
all showed significant sales increases as did the Add-on category (principally
underwear/bras, sleepwear and swimwear).
11
<PAGE> 12
GROSS INCOME
Gross income, expressed as a percentage of sales, was 33.4% unchanged from the
first quarter of 1999. Improvements in the merchandise margin is due primarily
to higher initial mark-ups and improved leveraging in store occupancy costs were
partially offset by costs associated with our spring and summer catazine which
were not incurred during the first quarter of 1999.
GENERAL, ADMINISTRATIVE AND STORE OPERATING EXPENSES
General, administrative and store operating expense, expressed as a percentage
of net sales, decreased to 28.7% in the first quarter of 2000 from 30.6% for the
same period in 1999. The decrease was due to lower cost allocations from The
Limited as well as the leveraging of store level expenses due to higher per
store productivity. These decreases were partially offset by higher home office
and distribution center expenses.
OPERATING INCOME
Operating income, expressed as a percentage of net sales, increased to 4.7% in
2000 compared to 2.8% in 1999. The increase in operating income was due to the
decrease in general, administrative and store operating expenses.
NET INTEREST EXPENSE
Net interest expense amounted to $372,000 during the first quarter of 2000 with
no net interest expense being recorded in the comparable period of 1999.
Interest expense, including the amortization of financing fees, amounted to
$1,234,000 which was partially offset by interest income of $862,000.
INCOME TAXES
Income tax expense increased to $2.1 million in 2000 compared to $1.0 million in
1999. We anticipate that the annual effective tax rate will remain unchanged at
40% in fiscal 2000.
12
<PAGE> 13
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 used in operating activities amounted to $4.4 million for the quarter
ended April 29, 2000 versus net cash used for operating activities of $.5
million for the same period in 1999. The change in net cash used for operating
activities was primarily driven by a decrease in accounts payable and accrued
expenses during the first quarter of 2000 versus the comparable period in 1999.
These decreases were partially offset by cash provided by higher net income, an
increase in depreciation and amortization and lower inventory levels.
Investing activities represented capital expenditures, which were primarily for
new and remodeled stores.
Financing activities principally represented proceeds from employee stock
options and restricted stock activity.
A summary of the Company's working capital position and capitalization follows
(thousands).
<TABLE>
<CAPTION>
APRIL 29, JANUARY 29,
2000 2000
------------- -------------
<S> <C> <C>
Working capital $ 26,836 $ 26,098
============= =============
Capitalization:
Long-term debt 50,000 50,000
Shareholders' equity 48,824 45,467
------------- -------------
Total capitalization $ 98,824 $ 95,467
============= =============
Amounts authorized under revolving portion
of credit facility $ 50,000 $ 50,000
============= =============
</TABLE>
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 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 April 29, 2000.
13
<PAGE> 14
CAPITAL EXPENDITURES
Capital expenditures, primarily for new and remodeled stores, totaled $7.5
million for the quarter ended April 29, 2000, compared to $7.3 million for the
comparable period of 1999. The Company anticipates spending approximately $40 to
$45 million in 2000 for capital expenditures principally for the construction of
approximately 55 new stores and the remodel of 10 existing stores. Our store
expansion and remodel program should add approximately 210,000 to 230,000 gross
square feet during 2000 representing a 15% to 16% increase over year-end 1999.
The Company expects that capital expenditures will be funded principally by net
cash provided by operating activities.
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 Form 10-Q 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 2000 for new stores and the
remodeling or expansion of existing stores, and the funding therefor. 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 Form
10-Q 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.
14
<PAGE> 15
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 6. EXHIBITS
(a) Exhibits
15. Letter re: Unaudited Interim Financial Information to
Securities and Exchange Commission re:
Incorporation of Report of Independent Accountants.
27. Financial Data Schedule.
(b) Reports on Form 8-K
An 8-K was filed on April 7, 2000 which noted under Item 5 that the
Company had changed it accounting for gift certificates. The Company
has given retroactive effect to this change in accounting by restating
its previously issued financial statements as of January 30, 1999 and
January 31, 1998 and for each of the three years in the period ended
January 30, 1999 as filed on August 18, 1999 on Form 10. This 8-K
included the restated financial statements for the periods as referred
to above.
An 8-K/A was filed on March 20, 2000 for the Too, Inc. 1999 Incentive
Compensation and Performance Plan.
15
<PAGE> 16
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,
Vice President - Chief Financial Officer,
Secretary and Treasurer
Date: May 31, 2000
16
<PAGE> 17
EXHIBIT INDEX
EXHIBIT
NO. DOCUMENT
--- --------
15 Letter re: Unaudited Interim Financial Information to Securities and
Exchange Commission re: Incorporation of Report of
Independent Accountants.
27. Financial Data Schedule.
17
