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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Quarter Ended April 30, 1999
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 1-9769
LANDS' END, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2512786
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Lands' End Lane, Dodgeville, WI 53595
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, 608-935-9341
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
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of June 11, 1999:
Common stock, $.01 par value 30,058,520 shares outstanding
LANDS' END, INC. & SUBSIDIARIES
INDEX TO FORM 10-Q
Page
PART I. FINANCIAL INFORMATION Number
Item 1. Financial Statements
Consolidated Statements of Operations for the
Three Months Ended April 30, 1999, and
May 1, 1998....................................... 3
Consolidated Balance Sheets at April 30, 1999,
January 29, 1999, and May 1, 1998................. 4
Consolidated Statements of Cash Flows for the
Three Months Ended April 30, 1999, and
May 1, 1998....................................... 5
Notes to Consolidated Financial Statements........... 6-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................ 9-13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 14
Item 4. Submission of Matters to a Vote of
Security Holders.................................. 14
Item 6. Exhibits and Reports on Form 8-K..................... 14
Signature..................................................... 15
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three months ended
April 30, May 1,
1999 1998
(Unaudited)
Net sales $289,609 $268,587
Cost of sales 164,175 143,847
Gross profit 125,434 124,740
Selling, general and
administrative expenses 116,286 116,283
Reversal of non-recurring charge (1,323) -
Income from operations 10,471 8,457
Other income (expense):
Interest expense (609) (1,006)
Interest income 2 1
Other 468 814
Total other income
(expense), net (139) (191)
Income before income taxes 10,332 8,266
Income tax provision 3,823 3,058
Net income $ 6,509 $ 5,208
Basic earnings per share $ 0.22 $ 0.17
Diluted earnings per share $ 0.21 $ 0.17
Basic weighted average shares
outstanding 30,007 30,950
Diluted weighted average shares
outstanding 30,488 31,346
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
3
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
April 30, Jan. 29, May 1,
1999 1999 1998
(unaudited) (audited) (unaudited)
Assets
Current assets:
Cash and cash equivalents $ 6,179 $ 6,641 $ 5,485
Receivables, net 19,286 21,083 18,583
Inventory 192,311 219,686 265,958
Prepaid advertising 20,961 21,357 21,599
Other prepaid expenses 6,461 7,589 5,349
Deferred income tax benefits 17,947 17,947 12,613
Total current assets 263,145 294,303 329,587
Property, plant and equipment, at cost:
Land and buildings 102,236 102,018 81,590
Fixtures and equipment 154,263 154,663 121,243
Leasehold improvements 4,774 5,475 5,541
Construction in progress - - 20,099
Total property, plant and equipment 261,273 262,156 228,473
Less-accumulated depreciation
and amortization 106,002 101,570 88,639
Property, plant and equipment, net 155,271 160,586 139,834
Intangibles, net 925 1,030 938
Total assets $419,341 $455,919 $470,359
Liabilities and shareholders' investment
Current liabilities:
Lines of credit $ 47,878 $ 38,942 $110,229
Accounts payable 62,153 87,922 66,890
Reserve for returns 5,678 7,193 4,872
Accrued liabilities 43,079 54,392 26,152
Accrued profit sharing 319 2,256 263
Income taxes payable 1,662 14,578 4,794
Total current liabilities 160,769 205,283 213,200
Deferred income taxes 8,133 8,133 8,747
Shareholders' investment:
Common stock, 40,221 shares issued 402 402 402
Donated capital 8,400 8,400 8,400
Additional paid-in capital 28,436 26,994 26,661
Deferred compensation (350) (394) (979)
Accumulated other comprehensive income 1,257 2,003 747
Retained earnings 412,905 406,396 380,419
Treasury stock, 10,164, 10,317 and
9,259 shares at cost, respectively (200,611) (201,298) (167,238)
Total shareholders' investment 250,439 242,503 248,412
Total liabilities and shareholders'
investment $419,341 $455,919 $470,359
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
4
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
April 30, May 1,
1999 1998
(unaudited)
Cash flows from (used for) operating activities:
Net income $ 6,509 $ 5,208
Adjustments to reconcile net income to net
cash flows from operating activities-
Reversal of non-recurring charge (1,323) -
Depreciation and amortization 5,342 4,457
Deferred compensation expense 44 68
Loss on disposal of fixed assets 534 -
Changes in current assets and liabilities
excluding the effects of acquisitions
and divestitures:
Receivables, net 1,797 (3,140)
Inventory 27,375 (24,804)
Prepaid advertising 396 (3,086)
Other prepaid expenses 1,128 (264)
Accounts payable (25,769) (16,853)
Reserve for returns (1,515) (1,256)
Accrued liabilities (9,332) (8,965)
Accrued profit sharing (1,937) (4,023)
Income taxes payable (12,916) (15,683)
Other (746) 76
Net cash flows used for operating activities (10,413) (68,265)
Cash flows used for investing activities:
Cash paid for capital additions (1,114) (10,728)
Net cash flows used for investing activities (1,114) (10,728)
Cash flows from (used for) financing activities:
Proceeds from short-term debt 8,936 77,792
Exercise of stock options 1,442 348
Purchases of treasury stock (3,899) -
Issuance of treasury stock 4,586 -
Net cash flows from financing activities 11,065 78,140
Net decrease in cash and cash equivalents (462) (853)
Beginning cash and cash equivalents 6,641 6,338
Ending cash and cash equivalents $ 6,179 $ 5,485
Supplemental cash flow disclosures:
Interest paid $ 584 $ 1,006
Income taxes paid 14,987 18,135
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
5
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Interim financial statements
The condensed consolidated financial statements included herein have been
prepared by Lands' End, Inc. (the company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission, and in the
opinion of management contain all adjustments (consisting primarily of
normal recurring adjustments) necessary to present fairly the financial
position. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the company believes that the disclosures are
adequate to make the information presented not misleading. The results of
operations for the interim periods disclosed within this report are not
necessarily indicative of future financial results. These consolidated
financial statements are condensed and should be read in conjunction with
the financial statements and the notes thereto included in the company's
latest Annual Report on Form 10-K, which includes financial statements for
the year ended January 29, 1999.
2. Reclassification
Certain financial statement amounts have been reclassified to be consistent
with the current presentation.
3. Accounting standards
During the first quarter of fiscal 2000, the company adopted the American
Institute of Certified Public Accountants Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." SOP 98-1 provides guidance on when costs of computer
software developed or obtained for internal use should or should not be
capitalized. The adoption of SOP 98-1 did not have a material impact on
the company's financial statements.
4. Earnings per share
The following table discloses the computation of the diluted earnings per
share and the basic earnings per share.
Three Months Ended
(In thousands, except per share data) April 30, 1999 May 1, 1998
Net income $ 6,509 $ 5,208
Average shares of common stock
outstanding 30,007 30,950
Incremental shares from assumed
exercise of stock options 481 396
Diluted weighted average shares of
common stock outstanding 30,488 31,346
Basic earnings per share $ 0.22 $ 0.17
Diluted earnings per share $ 0.21 $ 0.17
6
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Comprehensive income
In accordance with Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income," the following table presents the
company's comprehensive income (in thousands):
Three months ended
April 30, 1999 May 1, 1998
Net income $ 6,509 $ 5,208
Change in cumulative
translation adjustments, net (746) (128)
Total comprehensive income $ 5,763 $ 5,080
6. Non-recurring charge and related reversal
During fiscal year 1999, in connection with changes in executive
management, the company announced a Plan designed to reduce administrative
and operational costs stemming from duplicative responsibilities and
certain non-profitable operations. This Plan included the reduction of
staff positions, the closing of three outlet stores, the liquidation of the
Willis & Geiger operations and the termination of a licensing agreement
with MontBell Co. Ltd. A non-recurring charge of $12.6 million was
recorded in fiscal 1999 related to these matters.
Below is a summary of related costs for the quarter ended April 30, 1999.
Balance Costs Charges Balance
(In thousands) 1/29/99 Incurred Reversed 4/30/99
Severance costs $ 6,700 $(2,249) $ 0 $ 4,451
Asset impairments 3,199 (1,306) (840) 1,053
Facility exit costs
and other 2,590 (1,530) (483) 577
Total $12,489 $(5,085) $(1,323) $ 6,081
During the quarter ended April 30, 1999, the company executed the Plan and
incurred costs totaling $5.1 million. In addition, there was a reversal of
$1.3 million of the reserves recorded in fiscal 1999. Those included $0.8
million for better than expected lease termination settlements related to
two store closings, and $0.5 million for better than anticipated sell-
through of Willis & Geiger inventory liquidations. Based on these two
factors, there was an addition to net income of $0.8 million, or $0.03 per
share in the quarter.
7. Segment disclosure
The company organizes and manages its three business segments (core,
specialty and international) based on type of catalog, which focuses on
specific customer needs and markets served. Certain catalogs are combined
for purposes of assessing financial performance. The company evaluates the
performance of its business segments based on operating profit.
7
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The core segment consist of adult apparel in the regular monthly and
prospecting catalogs, Beyond Buttondowns catalog, and First Person Singular
catalog. The specialty segment includes Kids, Corporate Sales, Coming Home
and Willis & Geiger catalogs. The international segment is composed of
foreign-based operations in Japan, the United Kingdom, and Germany.
Segment sales represent sales to external parties. Sales from the
Internet, export sales shipped from the United States, and liquidation
sales are included in the respective business segments. Segment operating
profit is revenue less direct and allocable operating expenses, which
includes interest expense and interest income. Segment identifiable assets
are those that are directly used in or identified with segment operations.
"Other" includes corporate expenses, intercompany eliminations, and other
income and deduction items that are not allocated to segments.
Pertinent financial data by operating segment for the quarters ended
April 30, 1999, and May 1, 1998 are as follows (in thousands):
Quarter ended April 30, 1999
Inter- Consoli-
Core Specialty national Other dated
Net sales $172,324 $ 84,787 $ 29,269 $3,229 $289,609
Operating profit
(loss) (1) 3,274 7,084 (3,103) 3,077 10,332
Identifiable assets 237,913 117,181 64,247 - 419,341
Depreciation and
amortization 3,180 1,567 595 - 5,342
Capital expenditures 634 313 167 - 1,114
Interest expense 276 136 197 - 609
Interest income $ 1 $ 1 $ - $ - $ 2
Quarter ended May 1, 1998
Inter- Consoli-
Core Specialty national Other dated
Net sales $167,561 $ 67,249 $30,943 $2,834 $268,587
Operating profit (loss) 5,173 2,863 (817) 1,047 8,266
Identifiable assets 289,387 118,201 62,771 - 470,359
Depreciation and
amortization 2,860 1,168 429 - 4,457
Capital expenditures 5,081 2,076 3,571 - 10,728
Interest expense 433 177 396 - 1,006
Interest income $ 1 $ - $ - $ - $ 1
(1) Includes a reversal of non-recurring charges of $0.9 million and $0.4
million allocated to the specialty and core segments, respectively.
8
Item 2.
Management's Discussion
and Analysis
Results of Operations
Three Months Ended April 30, 1999, compared with
Three Months Ended May 1, 1998
The company's net sales in the first quarter of fiscal 2000 increased 7.8
percent to $290 million from $269 million in the same quarter last year.
Sales growth came primarily from increased liquidations, about half of
which was from the liquidation of the Willis & Geiger business. In
addition, the company's specialty business segment, represented by the
Kids, Corporate Sales and Coming Home catalogs showed strong growth. Sales
from the core business segment were slightly up as a result of higher sales
from the Internet, the First Person Singular (women's tailored clothing)
catalog and prospecting catalogs. This was mostly offset by continued
weakness in the regular monthly catalog. International business segment
sales were slightly down from the prior year. The majority of the Willis &
Geiger inventory was liquidated in the first quarter. For the first five
weeks of the second quarter of fiscal 2000, the sales trend excluding
Willis & Geiger was about the same as seen in the first quarter.
Gross profit in the quarter just ended was $125.4 million, or 43.3 percent
of net sales, compared with $124.7 million, or 46.4 percent of net sales,
in the first quarter of the prior year. The decrease in gross profit
margin was due to higher sales of liquidated merchandise, especially in the
Willis & Geiger business, and lower initial margins primarily associated
with more aggressive price rollbacks. Liquidation of excess inventory was
about 12 percent of net sales in the quarter just ended, compared with
about 9 percent last year.
For the first quarter this year, selling, general and administrative
expenses were $116.3 million, the same as in the similar quarter last year.
As a percentage of net sales, SG&A was 40.2 percent, compared with 43.3
percent in the same period last year. The decrease in the SG&A ratio was
primarily due to greater catalog productivity, or sales per page, and to
lower paper prices. Other factors affecting the SG&A ratio were improved
net shipping costs and savings from last year's re-organization, partially
offset by increased bonus and profit sharing expenses, due to a higher
profit level in the quarter just ended.
First quarter ending inventory was $192 million, down 28 percent from $266
million in the prior year. Although our fulfillment rate for the quarter
was down from last year, we were able to ship 90 percent of items at the
time of order placement. The company had about $48 million of short-term
debt as of April 30, 1999, compared with $110 million at the same time last
year.
Net income for the quarter just ended was $6.5 million, and diluted
earnings per share were $0.21, compared with $5.2 million, or $0.17 per
share, in the prior year. This year's first quarter includes an addition
to net income (after-tax) of $0.8 million, or $0.03 per share, from the
reversal of a portion of the non-recurring charge taken in the fourth
quarter of last year. This reversal was mainly due to better-than-
anticipated sell-through on Willis & Geiger liquidations and favorable
lease terminations related to two store closings.
9
Seasonality of business
The company's business is highly seasonal. Historically, a
disproportionate amount of the company's net sales and a majority of its
profits have been realized during the fourth quarter. If the company's
sales were materially different from seasonal norms during the fourth
quarter, the company's annual operating results could be materially
affected. In addition, as the company continues to refine its marketing
efforts by experimenting with the timing of its catalog mailings, quarter
results may fluctuate. Accordingly, results for the individual quarters
are not necessarily indicative of the results to be expected for the entire
year.
Liquidity and capital resources
To date, the bulk of the company's working capital needs have been met
through funds generated from operations and from short-term bank loans.
The company's principal need for working capital has been to meet peak
inventory requirements associated with its seasonal sales pattern. In
addition, the company's resources have been used to purchase treasury stock
and make asset additions.
At April 30, 1999, the company had unsecured domestic credit facilities
totaling $190 million, of which about $30 million had been used. The
company also maintains foreign credit lines for use in foreign operations
totaling the equivalent of approximately $51 million as of April 30, 1999,
of which $18 million was used.
Since fiscal 1990, the company's board of directors has authorized the
company from time to time to purchase a total of 12.7 million shares of
treasury stock. As of June 11, 1999, 11.6 million shares have been
purchased, and there is a balance of 1.1 million shares available to the
company. The company purchased 0.1 million shares of treasury stock during
the quarter ended April 30, 1999.
Capital expenditures for fiscal 2000 are currently planned to be about $21
million, of which about $1 million had been expended through April 30,
1999. Major projects to date as of April 30, 1999, pertained mainly to new
computer hardware and software. The company believes that its cash flow
from operations and borrowings under its current credit facilities will
provide adequate resources to meet its treasury stock purchases, capital
requirements and operational needs for the foreseeable future.
Other matters
Year 2000
The "Year 2000" issue refers to the possibility that some date-sensitive
computer software will not correctly interpret "00" references, possibly
resulting in processing errors or system failures. We do not manufacture
or sell any products that could encounter Year 2000 problems. However, the
Year 2000 issue could affect computers that we use for entering orders from
customers, for monitoring business information such as customer lists and
inventory positions, and for other business processes, as well as
microprocessors embedded in equipment used in our warehouses and other
facilities. In addition, the Year 2000 issue could affect third parties on
which we depend, such as our product vendors and suppliers of telephone
communications, credit card processing, Internet support, product shipment,
10
package delivery, catalog production and distribution, and other important
services. Our facilities also depend on basic infrastructure items such as
electricity and water utilities. Computer errors or failures in any of
these areas have the potential to disrupt our business operations.
We began to address the Year 2000 issue in 1996 and established a Year 2000
project office in 1997. The project office works with our information
systems department and outside consultants to identify and assess the Year
2000 readiness of our internal computer systems and microprocessors and,
where appropriate, to remediate and test them. The project office is also
working with our buyers, quality assurance and other personnel to assess
the readiness of our suppliers to deal with the Year 2000 issue. The
principal activities of our Year 2000 project office are as follows:
Internal Systems: Most of the software that is critical to our business
runs on mainframe computers in a MVS operating environment, as well as on a
few mid-range computers. Certain less important functions are performed on
a mainframe computer in a VM operating environment. We have completed
substantially all of the identification, assessment, remediation and unit
testing efforts.
A substantial amount of the mainframe remediation and unit testing work has
been performed by a consulting firm. Another firm has completed its
assessment and recommendation for integration testing, which is underway
and is currently expected to be substantially complete by the third quarter
of 1999. However, due to the less critical nature of certain operations
performed in the VM environment, further remediation in that area, as well
as related unit and integration testing, is expected to continue throughout
1999 on a selectively prioritized basis, and some of these functions may
not be remediated.
We completed an inventory and assessment of hardware and software
associated with personal computers in 1998. We currently expect to
complete remediation of these systems in mid-1999.
We have also identified and assessed the microprocessors used in our
warehouses and other facilities in the United States, Japan and the United
Kingdom. We have not identified significant problems in this area and
currently expect to complete remediation and testing by mid-1999.
Suppliers: Our Year 2000 project office is working closely with other
departments, including our merchandising, inventory and quality assurance
staff, to track the Year 2000 readiness of our principal product vendors
through written questionnaires, telephone calls and on-site visits. Among
other things, we are evaluating the readiness of vendors' manufacturing
processes and business operations and their ability to perform electronic
data interchange with us. In addition, we are evaluating the vulnerability
of vendors to possible interruption of the supply of key components of
their products, such as fabric, buttons and zippers.
Our evaluation of product vendors is focused on 44 suppliers that
collectively account for more than 85 percent of our unit volume of product
purchases. Out of that group, we currently believe that approximately 95
percent are making substantial progress and should continue to be
monitored, while approximately 5 percent may experience problems that will
need to be addressed further in contingency planning. In addition, we have
successfully verified and tested electronic data interchange with all
product vendors.
11
We have also identified approximately 120 suppliers of services and
infrastructure items that are most important to our business operations.
Each of these service providers has been assigned a business leader who is
responsible for ensuring the Year 2000 assessment information is current as
well as establishing contingency plans as needed. We currently believe
that approximately 87 percent are making substantial progress, while 13
percent may experience Year 2000-related problems and merit increased
monitoring and contingency planning. With respect to our most critical
telecommunications, catalog production and delivery providers, we have had
extensive contacts with them and received substantial information
concerning their Year 2000 readiness, and have identified no significant
problems that are likely to be encountered.
We currently have less comfort regarding foreign suppliers and
infrastructure issues, especially in Asia, than we do in the domestic
environment. Foreign service suppliers are very important to our business
because approximately 55 percent of our products are manufactured abroad.
In many cases we are currently unable to assess the extent of Year 2000
problems that may be encountered. We continue to monitor these suppliers
based on our business exposure in each country.
Contingency Planning: Initial contingency plans were completed in March
1999. These plans address business critical processes and functions and
third-party issues that may place our operations at risk. We expect to
review and modify these contingency plans throughout 1999.
Based on the activities of our Year 2000 project office, we currently
expect that our most important computer systems will be able to function
adequately into the next century. While some disruptions are likely to
occur with internal systems and at least a few product vendors, we believe
the most probable scenario is that there will not be a systemic failure of
important services or infrastructure that will materially disrupt our
operations as a whole. Moreover, in view of the strong seasonality of our
business, any disruptions that do occur are likely to take place in the
off-peak selling period following the 1999 holiday season. However, our
expectations in this regard are forward-looking in nature and are
necessarily subject to the many uncertainties that relate to the Year 2000
issue, especially as it affects our suppliers and other third parties over
whom we have little or no control. If our remediation, supplier evaluation
and contingency planning efforts are not successful, there could be a
material adverse effect on our business, results of operations or financial
condition. We currently believe that the greatest area of risk in this
regard relates to foreign supply and infrastructure issues such as the
ability to ship products produced in other countries. In addition, our
sales volume could be adversely affected if widespread Year 2000 problems
in our domestic or foreign markets were to result in a general slowdown of
economic activity and consumer demand.
Cost: The total cost of our Year 2000 efforts is expected to be about $21
million, which is being expensed as incurred except for about $1 million of
hardware replacement costs that have been or will be capitalized. About
$3.4 million of the total amount was incurred through the end of fiscal
1998 and approximately an additional $8.9 million in fiscal 1999. We
currently expect a total amount of about $7.8 million of additional
expenditures will be incurred in fiscal 2000, and about $1 million in
fiscal 2001. Of the total cost of $7.8 million for fiscal 2000, roughly
$2.5 million was incurred during the first quarter. The timing and amount
of these future expenditures are forward-looking and subject to
uncertainties relating to our ongoing assessment of the Year 2000 issue and
12
appropriate remediation efforts, contingency plans and responses to any
problems that may arise. Our Year 2000 expenses have been paid out of our
annual budgets for information services. Accordingly, other technology
development projects have been delayed to the extent that resources have
been devoted to the Year 2000 project.
Market risk
The company uses derivative financial instruments to manage its foreign
currency exposures. The company does not hold or issue financial
instruments for trading purposes. For information pertaining to foreign
currency risk, reference is made to Item 7 of the Management's Discussion
and Analysis of Consolidated Financial Statements in the company's fiscal
year 1999 Annual Report on Form 10-K. There has been no material change in
market risk exposures that affect the quantitative and qualitative
disclosures presented as of January 29, 1999.
13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings presently pending, except
for routine litigation incidental to the business, to which Lands'
End, Inc., is a party or of which any of its property is the
subject.
Items 2 and 3 are not applicable and have been omitted.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on May 19, 1999,
pursuant to the Notice of Annual Meeting of Shareholders and Proxy
Statement dated April 19, 1999, the voting results were as
follows:
(a) Each of the three nominees (Gary C. Comer, David F. Dyer and
David B. Heller) were elected to the Board of Directors as
follows:
Director's name Shares voted FOR Shares WITHHELD
Gary C. Comer 26,461,442 79,119
David F. Dyer 26,467,874 72,687
David B. Heller 26,380,547 160,014
(b) An amendment to the company's stock option plan was approved
(22,484,167 shares voted FOR; 1,651,339 shares voted
AGAINST; and 121,608 shares ABSTAINED; and the broker non
vote is 2,283,447 shares).
(c) The appointment of Arthur Andersen LLP as independent public
accountants for the company for the fiscal year ending
January 28, 2000, was approved (26,495,693 shares voted FOR;
31,134 shares voted AGAINST; and 13,734 shares ABSTAINED).
Item 5. is not applicable and has been omitted
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
There were no exhibits filed as part of this report:
(b) Reports on Form 8-K
The following reports were filed on Form 8-K during the
three-month period ended April 30, 1999.
1. A report on Form 8-K was filed February 19, 1999,
disclosing a non-recurring charge, and anticipated
future annual savings.
2. A report on Form 8-K was filed April 8, 1999, pertaining
to the company's results for its fourth quarter and
fiscal year ended January 29, 1999, including its
statements about goals for Internet sales, anticipated
cost savings, possible circulation reductions and
their anticipated effects on sales or profits.
14
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, its duly authorized officer and chief financial officer.
LANDS' END, INC.
Date: June 11, 1999 By /s/ STEPHEN A. ORUM
Stephen A. Orum
Executive Vice President,
and Chief Financial Officer
15
5
1,000
3-MOS 3-MOS
JAN-28-2000 JAN-29-1999
APR-30-1999 MAY-01-1998
6,179 5,485
0 0
19,286 18,583
0 0
192,311 265,958
263,145 329,587
261,273 228,473
106,002 88,639
419,341 470,359
160,769 213,200
0 0
0 0
0 0
402 402
250,037 248,010
419,341 470,359
289,609 268,587
289,609 268,587
164,175 143,847
164,175 143,847
603 141
0 0
609 1,006
10,332 8,266
3,823 3,058
6,509 5,208
0 0
0 0
0 0
6,509 5,208
$0.22 $0.17
$0.21 $0.17
