FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
( X ) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended July 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 1-8899
-----------------------------------------------------
CLAIRE'S STORES, INC
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-0940416
-----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3 S.W. 129th Avenue Pembroke Pines, Florida 33027
-----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(954) 433-3900
-----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
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
--- ---
The number of shares of the registrant's Common Stock and Class A Common Stock
outstanding as of August 26, 2000 was 48,450,658 and 2,851,947, respectively,
excluding treasury shares.
<PAGE>
CLAIRE'S STORES, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
---------
PART I. FINANCIAL INFORMATION
----------------------------------
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets at July 29, 2000 and
January 29, 2000. 3
Condensed Consolidated Statements of Income and Comprehensive
Income for the Three and Six Months Ended July 29, 2000
and July 31, 1999. 4
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended July 29, 2000 and July 31, 1999. 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 7-8
PART II. OTHER INFORMATION
-----------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITIES HOLDERS 9-10
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K 10
2
<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
CLAIRE'S STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
-----------
JULY 29, JAN. 29,
2000 2000
---------- ----------
(In thousands)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 98,095 $ 137,414
Short-term investments 5,498 3,456
Inventories 114,869 109,464
Prepaid expenses and other current assets 41,183 39,684
--------- ---------
Total current assets 259,645 290,018
---------- ----------
Property and equipment:
Land and building 17,699 17,568
Furniture, fixtures and equipment 170,729 156,688
Leasehold improvements 129,583 129,767
--------- ---------
318,011 304,023
Less accumulated depreciation and amortization (148,940) (137,244)
--------- ---------
169,071 166,779
---------- ---------
Goodwill, net 214,070 211,982
Other assets 31,177 33,320
--------- ---------
245,247 245,302
---------- ---------
$ 673,963 $ 702,099
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable to bank $ 14,276 $ 8,759
Trade accounts payable 39,794 35,911
Income taxes payable 4,986 17,149
Dividends payable 1,985 2,045
Accrued expenses 33,497 32,991
--------- ---------
Total current liabilities 94,538 96,855
--------- ---------
Long term liabilities:
Long term debt 182,847 192,000
Deferred credits 15,681 14,458
--------- ---------
198,528 206,458
---------- ----------
Stockholders' equity:
Preferred stock par value $1.00 per share; authorized
1,000,000 shares, issued and outstanding 0 shares - -
Class A common stock par value $.05 per share;
authorized 20,000,000 shares, issued 2,853,405
shares and 2,877,371 shares 143 143
Common stock par value $.05 per share; authorized
150,000,000 shares, issued 48,399,200 shares and
48,179,610 shares 2,420 2,419
Additional paid-in capital 29,366 29,291
Accumulated other comprehensive income (5,225) (228)
Retained earnings 384,798 367,613
--------- ---------
411,502 399,238
Treasury stock, at cost (1,643,682 shares) (30,605) (452)
--------- ---------
380,897 398,786
---------- ----------
Commitments and contingencies
$ 673,963 $ 702,099
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
CLAIRE'S STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------- ----------------------
JULY 29, JULY 31, JULY 29, JULY 31,
2000 1999 2000 1999
---------- ---------- ---------- ---------
(In thousands)
<S> <C> <C> <C> <C>
Net sales $ 251,982 $ 186,090 $ 483,982 $ 356,753
Cost of sales, occupancy and buying expenses 125,051 91,603 253,446 176,596
---------- ---------- --------- ---------
Gross profit 126,931 94,487 230,536 180,157
---------- ---------- --------- ---------
Other expenses:
Selling, general and administrative 86,920 61,285 171,711 120,396
Depreciation and amortization 11,164 6,434 21,706 12,723
Interest expense (income), net 2,401 (1,358) 4,343 (2,992)
Gain on investments - (3,929) - (3,929)
---------- ---------- --------- ---------
100,485 62,432 197,760 126,198
---------- ---------- --------- ---------
Income from continuing operations before
income taxes 26,446 32,055 32,776 53,959
Income taxes 9,334 11,735 11,671 19,839
---------- ---------- --------- ---------
Net income 17,112 20,320 21,105 34,120
Other comprehensive income:
Foreign currency translation adjustments (1,340) (1,512) (4,997) (1,279)
Comprehensive income $ 15,772 $ 18,808 $ 16,108 $ 32,841
========== ========== ========= =========
Net income per share:
Basic $ 0.34 $ 0.40 $ 0.42 $ 0.67
========== ========== ========= =========
Diluted $ 0.34 $ 0.40 $ 0.41 $ 0.66
========== ========== ========= =========
Average common shares outstanding - Basic 50,299 50,932 50,719 50,893
========== ========== ========= =========
Average common shares outstanding - Diluted 50,524 51,419 50,925 51,376
========== ========== ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
CLAIRE'S STORES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
-------------------------
JULY 29, JULY 31,
2000 1999
--------- ---------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 21,105 $ 34,120
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 21,706 12,723
Gain on investments - (3,929)
Loss on retirement of property and equipment 727 647
Changes in assets and liabilities:
(Increase) decrease in -
Inventories (4,848) (12,067)
Prepaid expenses and other assets 2,342 (4,177)
Increase (decrease) in -
Trade accounts payable 2,190 8,544
Income taxes payable (11,926) (5,228)
Accrued expenses (665) (1,919)
Deferred credits 1,223 1,308
--------- ---------
Net cash provided by operating activities 31,854 30,022
--------- ---------
Cash flows from investing activities:
Acquisition of property and equipment (20,429) (22,035)
(Purchase) sale of short-term investments, net (2,043) 14,186
Acquisition of business, net of cash acquired (9,548) (18,000)
--------- ---------
Net cash used in investing activities (32,020) (25,849)
--------- ---------
Cash flows from financing activities:
Purchase of treasury stock (30,153) -
Principal payments (borrowings) on debt (97) 31
Proceeds from stock options exercised 75 1,424
Dividends paid (3,981) (3,963)
--------- ---------
Net cash used in financing activities (34,156) (2,508)
--------- ---------
Effect of foreign currency exchange rate changes (4,997) (1,347)
--------- ---------
Net (decrease) increase in cash and cash equivalents (39,319) 318
Cash and cash equivalents at beginning of period 137,414 117,546
--------- ---------
Cash and cash equivalents at end of period $ 98,095 $ 117,864
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE>
CLAIRE'S STORES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying unaudited condensed consolidated financial statements
reflect all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary to a fair statement of the results
for the interim periods. These financial statements have been prepared in
accordance with the instructions to Form 10-Q and therefore do not include all
of the information or footnotes necessary for a complete presentation. They
should be read in conjunction with the Company's audited financial statements
included as part of the Annual Report on Form 10-K for the year ended January
29, 2000 filed with the Securities and Exchange Commission. Due to the seasonal
nature of the Company's business, the results of operations for the first six
months of the year are not indicative of the results of operations on an
annualized basis.
2. Basic net income per share is based on the weighted average number of
shares of Class A Common Stock and Common Stock outstanding during the period
presented while diluted net income per share includes the dilutive effect of
stock options. Options to purchase 538,000 and 150,000 shares of common stock,
at prices ranging from $20.38 to $30.25 per share and at a price of $30.25 per
share, respectively, were outstanding for the quarters ended July 29, 2000 and
July 31, 1999, respectively, but were not included in the computation of diluted
earnings per share because the options' exercise prices were greater than the
average market price of the common shares for the respective fiscal quarter.
Options to purchase 554,000 and 100,000 shares of common stock, at prices
ranging from $20.38 to $30.25 per share and from $28.81 to $30.25, respectively,
were outstanding for the six months ended July 29, 2000 and July 31, 1999,
respectively, but were not included in the computation of diluted earnings per
share because the options' exercise prices were greater than the average market
price of the common shares for the respective six month periods.
3. In June 2000, the Company completed its reincorporation from the State of
Delaware to the State of Florida through a merger transaction. In accordance
with generally accepted accounting principles, the merger and resulting
reincorporation have been accounted for as a reorganization of entities under
common control at historical cost in a manner similar to a pooling of interests.
Under this accounting method the assets and liabilities of the combined entities
have been carried forward at their recorded historical book values.
4, In February 2000, the Company completed its acquisition of Cleopatre, a
privately held 42 store fashion accessory chain with its headquarters in Paris,
France. The transaction was accounted for as a purchase. The purchase price
was approximately $11 million. The excess purchase price over fair market value
of the underlying assets was allocated to goodwill, which will be amortized over
twenty-five years.
5. The following unaudited pro forma financial information gives effect to
the acquisition of Afterthoughts as if it had occurred on February 1, 1998.
This unaudited pro forma financial information includes the effects of (a)
amortization of goodwill; (b) the interest expense, net impact of the funds used
and borrowed to consummate the acquisition and (c) the federal and state income
taxes relating to the other adjustments at a combined statutory rate of 38%.
Prior to the acquisition, Afterthoughts operated as a division of
subsidiaries of the Venator Group, Inc. ("Venator") and certain overhead costs
and other expenses were allocated to Afterthoughts by Venator. Accordingly, the
unaudited pro forma financial information includes such overhead costs and other
expenses.
The unaudited pro forma financial information may not be comparable to and
may not be indicative of the Company's results of operations subsequent to the
acquisition because Afterthoughts was not under common control or management and
had different capital structures during the periods presented.
6
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 31, 1999 JULY 31, 1999
------------------ ------------------
(In thousands, except for share data)
<S> <C> <C>
Net Sales $237,500 $458,879
Income before taxes 32,136 51,255
Net income 20,244 32,250
Earnings per common share, basic 0.40 0.64
Earnings per common share, diluted 0.39 0.62
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Net sales for the three months and six months ended July 29, 2000, respectively,
increased approximately 35% and 36 % over the comparable periods ended July 31,
1999. The increase for the period resulted primarily from the addition of a net
905 stores which was partially offset by same-store sales decreases of 1% and 2%
for the quarter and six months, respectively. Included in the net increase in
stores for the period are 627 Afterthoughts stores (net of closings to date)
acquired in December 1999 and 42 Cleopatre stores acquired in February 2000.
Cost of sales, occupancy and buying expenses increased 37% and 44% for the three
months and six months ended July 29, 2000, respectively, over the comparable
periods ended July 31, 1999. The principal reason for this increase was the
rise in the number of stores and the volume of merchandise sold. As a
percentage of net sales, these expenses were 49.6% and 52.4% for the three
months and six months ended July 29, 2000, respectively, and 49.2% and 49.5%for
the comparable periods ended July 31, 1999. Due to the same-store sales
decrease of 1% in the three months ended July 29, 2000, rent, rent support and
the cost of the merchandising department, which are relatively fixed in nature,
increased approximately 140 basis points as a percentage of sales. This was
offset by a lower cost of merchandise of approximately 100 basis points as a
percentage of sales compared to the comparable period ended July 31, 1999. Due
to the same- store sales decrease of 2% in the six months ended July 29, 2000,
rent, rent support and the cost of the merchandising department increased
approximately 190 basis points as a percentage of sales. Additionally, cost of
merchandise increased 100 basis points, primarily due to the additional costs
incurred related to the transitional services provided to the Afterthoughts
stores.
Selling, general and administrative expenses (S,G&A), as a percentage of sales
for the three months and six months ended July 29, 2000 were 34.5% and 35.5%,
respectively compared to 32.9% and 33.7% for the comparable periods ended July
31, 1999. This increase was primarily attributable to the lack of leverage on
fixed corporate expenses caused by the same-store sales decrease discussed above
and the redundant costs related to the integration of the Afterthoughts
division's operations. The Company has substantially completed its integration
of Afterthoughts as it relates to store operations, payroll and human resources,
merchandising, planning and distribution, accounting and finance, real estate
and construction and MIS. Throughout the remainder of this year, the Company
will continue its efforts on the integration of marketing, field operations and
the communication of best practices among divisions. Sales and SG&A were
adversely affected as a result of these integration efforts during the first six
months of this fiscal year.
Depreciation and amortization as a percentage of sales was approximately 4.4%
and 4.5% for the three months and six months ended July 29, 2000, respectively,
as compared to 3.5% and 3.6% for the three months and six months ended July 31,
1999, respectively. The increase as a percentage of sales is mainly
attributable to the amortization of goodwill.
7
<PAGE>
Interest expense (income), net was $2,401,000 and $4,343,000 for the three month
and six months ended July 29, 2000, respectively, compared to $(1,358,000) and
$(2,992,000) for the comparable periods ended July 31, 1999. This change was
primarily due to the interest expense on the Company's credit facility used to
acquire the Afterthoughts stores.
Gain on investments totaled $3,929,000 during the three and six months ended
July 31, 1999. There were no investment gains or losses through July 29, 2000.
Inflation has not affected the Company as it has generally been able to pass
along inflationary increases in its costs through increased sales prices.
LIQUIDITY AND CAPITAL RESOURCES
Net cash decreased approximately $39 million for the six months ended July 29,
2000. This decrease was caused primarily by the acquisition of property and
equipment totaling $20.4 million, the acquisition of Cleopatre of $9.5 million,
dividends paid of $4.0 million and the Company's repurchase of 1,533,800 shares
of its common stock in the open market for $30 million. These cash outflows
were offset by cash flow from operations and changes in other asset and
liability accounts.
Inventory at July 29, 2000 increased 5% compared to the inventory balance at the
end of the Company's January 29, 2000 fiscal year. The increase is attributable
to a net increase of 22 stores in the six months ended July 29, 2000 and the
additional merchandise needed to maintain the current sales momentum as the
Company prepares for the back to school season.
The Company opened 108 stores in the six months ended July 29, 2000 and
remodeled 85 stores.
In connection with the acquisition of Afterthoughts, the Company entered into
the Credit Facility pursuant to which it financed $200 million of the purchase
price. The Credit Facility includes a $40 million revolving line of credit
which matures on December 1, 2004 and a $175 million five year term loan, the
first installment of which is due and payable beginning December 31, 2000 with
future installments, thereafter, payable on a quarterly basis through December
1, 2004. The Credit Facility is prepayable without penalty and bears interest
for an initial six months at 125 basis points margin over the London Interbank
Borrowing Rate. The margin is then adjusted periodically based on the Company's
performance as it relates to certain financial measurements.
The Credit Facility contains covenants including, but not limited to,
limitations on investments, dividends and other restricted payments, incurrence
of additional debt and acquisitions, as well as various financial covenants
customary for transactions of this type. These financial covenants include
current ratio, fixed charge coverage ratio and current leverage ratio. The
Company was in compliance with these covenants at July 29, 2000.
The Company believes that internally generated funds and borrowings available
under its credit agreements will be sufficient to meet its current operating
needs and its presently anticipated capital expenditures.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Company and its representatives may from time to time make oral or written
"forward-looking statements" within the meaning of the Private Securities Reform
Act of 1995 (the "Reform Act"), including any statements that may be contained
in the foregoing "Management's Discussion and Analysis of Financial Condition
and Results of Operations," in this report and in other filings with the
Securities and Exchange Commission and in its reports to stockholders, which
represent the Company's expectations or beliefs with respect to future events
and future financial performance. These forward-looking statements are subject
to certain risks and uncertainties. Important factors currently known to
management that could cause actual results to differ materially from those in
forward-looking statements are set forth in the safe harbor compliance statement
for forward-looking statements in the Company's Annual Report on Form 10-K for
the year ended January 29, 2000, and that statement is hereby incorporated by
reference in this Form 10-Q. The Company does not undertake to update or revise
any forward-looking statement to reflect changed assumptions, the occurrence of
unanticipated events or changes to operating results over time.
8
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's 2000 Annual Meeting of Stockholders (the "Annual Meeting") was
held on June 8, 2000 in New York City to act on the following matters:
1. To elect seven directors to the Board of Directors of the Company, each
for a one-year term;
2. To approve the Company's reincorporation from the State of Delaware to
the State of Florida;
3. To approve the First Amendment to the Company's 1996 Stock Option Plan to
increase the number of shares of common stock available for grant
under the Plan from 3,000,000 to 4,000,000; and
4. To approve the Company's 2000 Incentive Compensation Plan for the
Company's Chairman of the Board.
Proxies for the Annual Meeting were solicited pursuant to Regulation 14A
Under the Securities Exchange Act of 1934, as amended, an d there was no
Solicitation in opposition to the Company's solicitation.
At the Annual Meeting, every holder of record of Common Stock, $.05 par value
(the "Common Stock") and Class A Common Stock, $.05 par value (the "Class A
Common Stock"), of the Company at the close of business on April 28, 2000 (the
"Record Date") was entitled to vote, in person or by proxy, one vote for each
share of Common Stock and ten votes for each share of Class A Common Stock, as
the case may be, held by such holder. As of the Record Date, the Company had
outstanding 48,386,497 shares of Common Stock and 2,751,970 shares of Class A
Common Stock.
The holders of record of an aggregate of 42,258,779 shares of Common Stock and
an aggregate of 2,376,235 shares of Class A Common Stock were either present in
person or represented by proxy, and constituted a quorum for the transaction of
business at the Annual Meeting.
1. All of the Company's nominees for directors were elected to serve a
one-year term by more than the required plurality of affirmative votes of the
holders of Common Stock (one vote per share) and Class A Common Stock (ten votes
per share), voting together as a single class:
<TABLE>
<CAPTION>
DIRECTOR NOMINEE VOTES FOR VOTES WITHHELD
----------------------- ---------- --------------
<S> <C> <C>
Rowland Schaefer 65,093,842 927,387
----------------------- ---------- --------------
Ira D. Kaplan 65,063,357 957,852
---------- --------------
Bruce G. Miller 65,170,890 850,339
---------- --------------
Irwin L. Kellner, Ph.D. 65,137,949 883,280
---------- --------------
Steven H. Tishman 65,145,574 875,655
---------- --------------
Marla L. Schaefer 65,078,825 942,404
---------- --------------
E. Bonnie Schaefer 65,056,644 964,585
----------------------- ---------- --------------
</TABLE>
9
<PAGE>
2. The Company's reincorporation from the State of Delaware to the State of
Florida was approved by 54,313,154 votes, which constitutes more than a majority
of the aggregate combined voting power of the outstanding shares of Common Stock
(one vote per share) and Class A Common Stock (ten votes per share), voting
together as a single class, entitled to vote at the Annual Meeting.
3. The First Amendment to the Company's 1996 Stock Option Plan to increase
the number of shares of Common Stock available for grant under the Plan from
3,000,000 to 4,000,000 was approved by 51,902,712 votes, which constitutes more
than a majority of the votes cast at the Annual Meeting by the holders of the
outstanding shares of Common Stock (one vote per share) and Class A Common Stock
(ten votes per share), voting together as a single class.
4. The Company's 2000 Incentive Compensation Plan for the Company's Chairman
of the Board was approved by 61,506,302 votes, which constitutes more than a
majority of the votes cast at the Annual Meeting by the holders of the
outstanding shares of Common Stock (one vote per share) and Class A Common Stock
(ten votes per share), voting together as a single class.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Agreement and Plan of Merger, dated as of April 28, 2000 by and
between Claire's Stores, Inc. and CSI Florida Acquisition, Inc. (incorporated by
reference to Appendix A to the Company's definitive 14A Proxy Statement, dated
May 8, 2000, filed with the Commission on May 8, 2000).
3.1 Amended and Restated Articles of Incorporation of Claire's Stores,
Inc. (formerly know as CSI Florida Acquisition, Inc.) (incorporated by reference
to Exhibit 3.1 to the Company's Current Report on Form 8-K dated June 30, 2000).
3.2 Bylaws of Claire's Stores, Inc. (formerly known as CSI Florida
Acquisition, Inc.) (incorporated by reference to Exhibit 3.2 to the Company's
Current Report on Form 8-K dated June 30, 2000).
10.1 Consent and Waiver, dated as of June 13, 2000, to the Credit
Agreement, dated as of December 1, 1999, by and among the Company, the several
banks and other financial institutions or entities from time to time parties
thereto, Bear Stearns & Co., Inc., Bear Stearns Corporate Lending, Inc.,
SunTrust Banks South Florida, N.A. and Fleet National Bank
27 Financial Data Schedule (for SEC use only)
99.1 Press Release of the Company dated August 17, 2000
(b) Reports on Form 8-K
The following report on Form 8-K was filed during the quarter covered by this
report:
Date of Report Item Financial Statements
---------------- ---- ---------------------
June 30, 2000 5 None
10
<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.
CLAIRE'S STORES, INC.
----------------------
(Registrant)
Date: September 11, 2000 /s/ Ira D. Kaplan
---------------------
Ira D. Kaplan
Senior Vice President and
Chief Financial Officer
(Mr. Kaplan is the Senior Vice
President and Chief Financial
Officer and has been duly
authorized to sign on behalf
of the registrant)
11
<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.
CLAIRE'S STORES, INC.
-----------------------
(Registrant)
Date: September 11, 2000
Ira D. Kaplan
Senior Vice President and
Chief Financial Officer
(Mr. Kaplan is the Senior Vice
President and Chief Financial
Officer and has been duly
authorized to sign on behalf
of the registrant)
12
<PAGE>
