Item 1. Business
General
Claire's Stores, Inc. (the "Company"), operating through its wholly-owned subsidiaries, Claire's Boutiques, Inc. ("Claire's"), Claire's Puerto Rico Corp. ("CPRC"), Claire's Canada Corp. ("CCC") and Claire's Accessories UK Ltd. ("CUK") and its 50%-owned subsidiary Claire's Nippon Co., Ltd. ("Nippon"), is a leading mall-based retailer of popular-priced women's fashion accessories. As of March 31, 1997, the Company operated a total of 1,555 such stores in 49 states, Canada, the Caribbean, the United Kingdom and Japan. These include 1,306 "Claire's Boutiques" or "Claire's Accessories" stores, 67 "Topkapi" stores, 64 "The Icing" stores, 21 "Claire's Etc." stores, 22 "Accessory Place" stores, 58 "Bow Bangles" stores, 14 "Dara Michelle" stores and three "L'ccessory" stores (collectively the "Fashion Accessory Stores").
The Fashion Accessory Stores specialize in selling popular-priced women's fashion accessories designed to appeal to females from ages 13 to 40. Merchandise in the Fashion Accessory Stores ranges in price between $2 and $20, with the average product priced at about $4. The stores average 946 square feet and are primarily located in enclosed shopping malls. The Company's Topkapi, The Icing, Accessory Place, Bow Bangles, Dara Michelle and L'ccessory stores are similar in size and format to the Claire's Boutiques and Claire's Accessories stores and give the Company the ability to have multiple store locations in malls that currently have a successful Claire's Boutiques or Claire's Accessories store. Although the Company's stores are operated under several different trademarks, the Company considers that its registered trademark "Claire's" is the only one of material significance to its business. Although the Company faces competition from a number of small specialty store chains and others selling fashion accessories, in addition to one chain of approximately 800 stores, the Company believes that its Fashion Accessory Stores comprise the largest and most successful chain of specialty retail stores in the World devoted to the sale of popular-priced women's fashion accessories.
Costume jewelry, including hair ornaments, pierced earrings and fees for piercing ears, accounts for a majority of sales. The balance consists of other fashion accessories, totebags, apparel and trend gifts. The following table compares sales of each category of merchandise sold by the Company for the last three fiscal years:
Sales of each category of merchandise vary from period to period depending on current fashion trends. The Company experiences the traditional retail pattern of peak sales during the Christmas, Easter and back-to-school periods. Sales as a percentage of total sales in each of the four quarters of the fiscal year ended February 1, 1997 ("Fiscal 1997") were 21%, 23%, 23% and 33% in the first, second, third and fourth quarters, respectively.
At March 31, 1997, the Company had approximately 8,500 employees, 52% of whom were part-time. Part-time employees typically work up to 20 hours per week. The Company has no collective bargaining agreements with any labor unions and considers its employee relations to be good.
Fashion Accessory Stores
The Fashion Accessory Stores, averaging approximately 946 square feet, are located primarily in enclosed shopping malls. Each store uses Company- designed displays which permit the presentation of a wide variety of items in a relatively small space.
The stores are distinctively designed for customer identification, ease of shopping and quantity of selection. Store hours are dictated by the mall operators and are typically open from 10:00 A.M. to 9:00 P.M., Monday through Saturday, and, where permitted by law, from Noon to 5:00 P.M. on Sunday.
Virtually all sales are made in cash, although the stores also accept credit cards. The Company permits, with restrictions on certain items, returns for exchange or refund.
The Company purchases its merchandise from approximately 300 suppliers. Substantially all of the costume jewelry and fashion accessories sold are purchased from importers or imported directly, and most of the totebags are purchased from importers. All merchandise is shipped from the suppliers to the Company's distribution facility in Hoffman Estates, Illinois, a suburb of Chicago, or the distribution facility in Birmingham, England. After inspection, merchandise is shipped via common carrier to the individual stores. Stores typically receive three to five shipments a week.
Except as stated below, responsibility for managing the Fashion Accessory Stores rests with the President and Chief Operating Officer of Claire's, who reports to the President of the Company. The Company currently employs a total of 148 District Managers, each of whom oversees approximately ten stores in his or her respective geographic area and reports to one of 14 Regional Managers. Each Regional Manager reports to one of five Territorial Vice Presidents, who in turn report to the Senior Vice President of store operations. Each store is staffed by a Manager, an Assistant Manager and one or more part-time employees. A majority of the District Managers have been promoted from within the organization, while a majority of the Regional Managers were hired externally. All of the Territorial Vice Presidents were promoted from within the organization.
In Fiscal 1997, the Company continued to expand its international operations. In addition to the operation of the 55 Bow Bangles stores in the United Kingdom, 18 stores were opened in Canada in Fiscal 1997. The Company now operates 90 stores in Canada. The Company plans to open an additional 15 to 20 stores in Canada in the fiscal year ending January 31, 1998 ("Fiscal 1998"). Store expansion continued in Japan as the Company, with its joint venture partner, Jusco Co., Ltd., a Japanese Company, opened a net 26 stores in Fiscal 1997, bringing the total number of stores operating in Japan to 40. Current plans call for opening approximately 30 additional stores in Japan in Fiscal 1998. Net sales and identifiable assets outside the United States represented less than 10% of consolidated net sales or identifiable assets in Fiscal 1997.
Item 2.
Item 2. Properties
The Company's 1,555 stores operating as of March 31, 1997 are located in 49 states, Canada, the United Kingdom, the Caribbean and Japan. The Company leases all of its stores, generally for terms of seven to ten years (up to 25 years in the United Kingdom). Under the leases, the Company pays a fixed minimum rent and/or rentals based on gross sales in excess of specified amounts. The Company also pays certain other expenses (e.g., common area maintenance charges and real estate taxes) under the leases. The internal layout and fixtures of each store are designed by management and constructed under contracts with third parties.
Most of the Company's stores are located in enclosed shopping malls, while some stores are located within central business districts and others are located in "open-air" outlet malls. The Company actively seeks locations that meet its criteria and opens new stores when opportunities are found within its budget for expansion. Criteria include geographic location and demographic aspects of communities surrounding the mall, acceptable anchor tenants, suitable location within a mall, appropriate space availability and proposed rental rates. In choosing new locations, the Company generally attempts to cluster stores geographically, thus affording economies of scale in supervision. The Company believes that sufficient desirable locations are available to accommodate its expansion plans. The Company refurbishes its existing stores on a regular basis.
The Company has closed 78 stores in the last three fiscal years, primarily because of a lack of profit potential or the unwillingness of the landlord to renew the lease on terms acceptable to the Company. The Company has not experienced any substantial difficulty in renewing desired store leases and has no reason to expect any such difficulty in the future. For each of the last three years, no individual store accounted for more than one percent of total sales.
The Company opened 246 stores during Fiscal 1997 and has opened, as of March 31, 1997, 14 stores in the first two months of Fiscal 1998. The Company plans to continue opening Fashion Accessory Stores when suitable locations are found and satisfactory lease negotiations are concluded. The Company's initial investment in new stores opened during the last fiscal year, including leasehold improvements and fixtures, but excluding inventories, averaged approximately $95,000 per store.
The offices of Claire's and the distribution center for the Company's stores in North America and Japan are located in Hoffman Estates, Illinois. The facility is located on 24.8 acres and consists of 247,000 total square feet with 201,000 square feet devoted to receiving and distribution and 46,000 square feet for office space. Unused acreage at this site will allow Claire's to expand its facility in the future by an additional 100,000 square feet.
The Company has a distribution facility in Birmingham, England which services those stores located in the United Kingdom. This facility is leased and consists of 10,000 square feet of office and distribution space.
In August 1990, Claire's entered into a lease which expires on July 31, 2001 for 40,000 square feet of office space in Wood Dale, Illinois. Under the terms of the lease, Claire's is required to pay taxes, utilities, insurance costs and maintenance costs. Due to a downsizing of the corporate staff, it was decided that the additional space would not be needed, and therefore the space has been subleased to unrelated third parties. The subleases' terms run parallel to the original lease.
The Company leases from Rowland Schaefer & Associates (formerly Two Centrum Plaza Associates) approximately 30,000 square feet in Pembroke Pines, Florida, where it maintains its executive, accounting and finance offices. Rowland Schaefer & Associates is a general partnership of two corporate general partners which are owned by immediate family members of the Chairman of the Board and President of the Company, two of whom are Vice Presidents of Claire's. The lease provides for the payment by the Company of annual base rent of approximately $494,000, which is subject to annual cost-of-living increases, and a proportionate share of all taxes and operating expenses of the building. The lease expires on July 31, 2000 and may be extended, at the option of the Company, for an additional five-year term.
The Company also owns 10,000 square feet of office/warehouse space in Miami, Florida. The property is being utilized as a storage facility for the Company. The Company also leases executive office space in New York City under a lease which expires on October 31, 1998, and is the beneficial owner of a cooperative apartment in New York City.
Item 3.
Item 3. Legal Proceedings
There are no material legal proceedings pending to which the Company or any of its subsidiaries is a party or of which any of their property is subject.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth quarter of Fiscal 1997.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company has two classes of common stock, par value $.05 per share, outstanding: Common Stock having one vote per share and Class A Common Stock having ten votes per share. The Common Stock is traded on the New York Stock Exchange, Inc. ("NYSE") under the symbol CLE. The Class A Common Stock has only limited transferability and is not traded on any stock exchange or in any organized market. However, the Class A Common Stock is convertible on a share-for-share basis into Common Stock and may be sold, as Common Stock, in open market transactions. The following table sets forth, for the fiscal quarters indicated, the high and low closing prices of the Common Stock on the NYSE Composite Tape and the per share dividends declared on the Common Stock and the Class A Common Stock (as adjusted to give effect to the three-for-two stock splits effective February 21, 1996 and August 29, 1996).At March 31, 1997, the approximate number of record holders of shares of Common Stock and Class A Common Stock was 1,980 and 850, respectively.
In 1985, the Board of Directors instituted a quarterly dividend on the Common Stock of $.011 per share. In February 1994, the Board of Directors increased the quarterly dividend to $.013 per share and in July 1994 declared a quarterly dividend of $.007 per share on the Class A Common Stock. In January 1996, the Board of Directors increased the quarterly dividend to $.02 per share on the Common Stock and $.01 per share on the Class A Common Stock. The Board of Directors again increased the quarterly dividend to $.03 per share on the Common Stock and $.015 per share on the Class A Common Stock in October 1996. The Board expects to continue this policy; however, there is no assurance that dividends will continue to be paid since they are dependent upon earnings, the financial condition of the Company and other factors.
Item 6.
Item 6. Selected Financial Data
(1) Consists of 53 weeks. (2) Adjusted to give effect to the three-for-two Stock splits effective February 21, 1996 and August 29, 1996.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following table sets forth, for the periods indicated, percentages which certain items reflected in the financial data bear to net sales of the Company:
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
See accompanying notes to consolidated financial statements.
CLAIRE'S STORES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation - The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.
Fiscal Year - The Company's fiscal year ends on the Saturday closest to January 31. Fiscal years 1997 and 1995 each consisted of 52 weeks. Fiscal year 1996 consisted of 53 weeks.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.
Inventories - Merchandise inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out basis on the retail method.
Property and Equipment - Property and equipment are recorded at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the building and the furniture, fixtures and equipment, which range from three to twenty-five years. Amortization of leasehold improvements is computed on the straight-line method based upon the shorter of the estimated useful lives of the assets or the terms of the respective leases.
Net Income Per Share - Primary income per share is based on the weighted average number of shares of Class A Common Stock and Common Stock outstanding during the period (47,591,000 shares in Fiscal 1997, 47,025,000 shares in Fiscal 1996 and 46,755,000 shares in Fiscal 1995).
Income Taxes - The Company accounts for income taxes under the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109 which generally requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. In addition, SFAS No. 109 requires the adjustment of previously deferred income taxes for changes in tax rates under the liability method.
Foreign Currency Translation - The financial statements of the Company's foreign operations are translated into U.S. dollars. Assets and liabilities are translated at current exchange rates while income and expense accounts are translated at the average rates in effect during the year. Resulting translation adjustments are accumulated as a component of stockholders' equity.
Fair Value of Financial Instruments - The Company's financial instruments consist primarily of current assets and current liabilities. Current assets and liabilities are stated at fair market value.
Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Impairment of Long-Lived Assets - In March 1995, the Financial Accounting Standards Board issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," which became effective for fiscal years beginning after December 15, 1995. This standard establishes accounting standards for the impairment of long-lived assets, certain identifiable intangibles, and goodwill related to those assets to be held and used and for long-lived assets and certain intangibles to be disposed of. Adoption of this statement in Fiscal 1996 did not have a material impact on the Company's financial position, results of operations or liquidity.
2. CREDIT FACILITIES
The Company has an unsecured revolving line of credit of $10 million with a bank for letters of credit and working capital needs. Interest on the outstanding balance is at the bank's prime rate. The credit agreement matures on July 31, 1999. At February 1, 1997 and February 3, 1996, no borrowings were outstanding under this line of credit.
The bank credit agreement contains various restrictive covenants which include, among other things, the requirement to maintain minimum tangible net worth, restrictions on fixed asset additions, restrictions on certain additional indebtedness and requirements to maintain certain financial ratios.
3. INCOME TAXES
Income taxes consist of the following:
The approximate tax effect on each type of significant temporary difference for which the asset is included in prepaid expenses and other current assets and other assets on the accompanying balance sheets is as follows:
4. STOCKHOLDERS' EQUITY
Stock Splits - In January 1996 and August 1996, the Company's Board of Directors declared 3-for-2 stock splits of its Common stock and Class A common stock in the form of 50% stock dividend distributions.
On February 21, 1996 and September 12, 1996, 14,860,020 and 14,954,616 shares, respectively, of Common stock and 980,711 and 975,933 shares, respectively, of Class A common stock were distributed to stockholders of record as of February 7, 1996 and August 29, 1996. Stockholders' equity has been adjusted to give recognition of the stock splits by reclassifying from retained earnings to the Common stock and Class A common stock accounts the par value of the additional shares arising from the splits. All references in the financial statements to number of shares, per share amounts, stock option data and market prices of the Company's stock have been restated.
Preferred Stock - The Company has authorized 1,000,000 shares of $1 par value preferred stock, none of which has been issued. The rights and preferences of such stock may be designated in the future by the Board of Directors.
Class A Common Stock - The Class A common stock has only limited transferability and is not traded on any stock exchange or any organized market. However, the Class A common stock is convertible on a share-for-share basis into Common stock and may be sold, as Common stock, in open market transactions. The Class A common stock has ten votes per share. Dividends declared on the Class A common stock are limited to 50% of the dividends declared on the Common stock.
Treasury Stock - Treasury stock acquired is recorded at cost. Occasionally, the Company uses treasury stock to fulfill its obligations under its stock option plans. When stock is issued pursuant to the stock option plans, the difference between the cost of treasury stock issued and the option price is charged or credited to additional paid-in capital.
5. STOCK OPTIONS
In August 1996, the Board of Directors of the Company adopted, subject to approval by the Company's stockholders, the Claire's Stores, Inc. 1996 Stock Option Plan (the "1996 Plan"). The 1996 Plan replaced the Company's 1991 Stock Option Plan (the "1991 Plan"), which had replaced the Company's 1982 Incentive Stock Option Plan (the "1982 Plan") and the Company's 1985 Non-Qualified Stock Option Plan (the "1985 Plan"), although options granted under such plans remain outstanding. Under the 1996 Plan, the Company may grant either incentive stock options or non-qualified stock options to purchase up to 3,000,000 shares of Common Stock, plus any shares unused or recaptured under the 1982 Plan, the 1985 Plan or the 1991 Plan. Incentive stock options granted under the 1996 Plan are exercisable at prices equal to the fair market value of shares at the date of grant, except that incentive stock options granted to any person holding 10% or more of the total combined voting power or value of all classes of capital stock of the Company, or any subsidiary of the Company, carry an exercise price equal to 110% of the fair market value at the date of grant. No stock option for more than 500,000 shares may be granted to any one person, and no stock option may be exercised less than one year after the date granted. Each incentive stock option or non-qualified stock option will terminate ten years after the date of grant (or such shorter period as specified in the grant) and may not be exercised thereafter.
Incentive stock options currently outstanding are exercisable at various rates beginning one year from the date of grant, and expire five to ten years after the date of grant. Non-qualified stock options currently outstanding are exercisable at prices equal to the fair market value of the shares, or one dollar below the fair market value, at the date of grant and expire five to ten years after the date of grant.
At February 1, 1997, options to purchase 37,500, 55,125 and 484,874 shares of Common Stock were exercisable under the 1982 Plan, 1985 Plan and 1991 Plan, respectively. No options have been granted under the 1996 Plan as of February 1, 1997. Options to purchase an additional 18,750, 23,625 and 1,587,538 shares were outstanding, but not yet exercisable, at February 1, 1997 under the 1982 Plan, 1985 Plan and 1991 Plan, respectively. There were 3,054,227 shares of Common stock available for future option grants under the 1996 Plan at February 1, 1997.
The weighted average exercise price of options under the 1982 Plan, 1985 Plan and 1991 Plan as of February 1, 1997 was $6.11, $5.70 and $9.86, respectively, compared to $4.58, $5.70 and $5.96 under the 1982 Plan, 1985 Plan and 1991 Plan, respectively as of February 3, 1996.
The per share weighted average fair value of stock options granted during the fiscal years ended February 1, 1997 and February 3, 1996 was $8.74 and $3.63, respectively.
Transactions and other information relating to the 1982 Plan, 1985 Plan and the 1991 Plan are summarized as follows:
At February 1, 1997, the weighted-average remaining contractual life of outstanding options was 3.17 years, 3.12 years and 6.09 years for the 1982 Plan, 1985 Plan and 1991 Plan, respectively.
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", issued in October 1995. In accordance with the provisions of SFAS No. 123, the Company applies APB Opinion 25 and related Interpretations in accounting for its stock option plans and, accordingly, does not recognize compensation cost. If the Company had elected to recognize compensation cost based on the fair value of the options granted at grant date as prescribed by SFAS No. 123, net income and earnings per share would have been reduced to the pro forma amounts indicated in the table below (in thousands except per share amounts):
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:
Expected dividend yield .67% Expected stock price volatility 38.05% Risk-Free interest rate 6.50% Expected life of options 4.5 and 9.5 years
6. EMPLOYEE BENEFIT PLAN
The Company has adopted a Profit Sharing Plan under Section 401(k) of the Internal Revenue Code. This plan allows employees who serve more than 1,000 hours per year to defer up to 18% of their income through contributions to the plan. In line with the provisions of the plan, for every dollar the employee contributes the Company will contribute an additional $.50, up to 2% of the employee's salary. In Fiscal 1997, Fiscal 1996 and Fiscal 1995, the cost of Company matching contributions was $377,691, $295,000 and $299,000, respectively. The Company does not have any post-employment or post- retirement benefit plans other than above.
7. COMMITMENTS
The Company leases retail stores, offices and warehouse space and certain equipment under operating leases which expire at various dates through the year 2025 with options to renew certain of such leases for additional periods. The lease agreements covering retail store space provide for minimum rentals and/or rentals based on a percentage of net sales. Rental expense for each of the three fiscal years ended February 1, 1997 was as follows:
Minimum aggregate rental commitments under non-cancelable operating leases are summarized by fiscal year ending as follows:
Certain leases provide for payment of real estate taxes, insurance and other operating expenses of the properties. In other leases, some of these costs are included in the basic contractual rental payments.
In October 1996, the Company entered into commitments for capital expenditures of approximately $7,500,000 for the manufacture of store fixtures and furnishings. The fixtures and furnishings are to be used for new stores and the refurbishment of existing stores. It is expected that such improvements will be completed during Fiscal 1998.
8. STATEMENTS OF CASH FLOWS
Payments of income taxes were $24,022,000 in Fiscal 1997, $20,883,000 in Fiscal 1996 and $16,014,000 in Fiscal 1995. Payments of interest were $89,000 in Fiscal 1997, $340,000 in Fiscal 1996 and $488,000 in Fiscal 1995.
9. RELATED PARTY TRANSACTIONS
The Company leases from Rowland Schaefer & Associates (formerly Two Centrum Plaza Associates) approximately 30,000 square feet of office space in a building where it maintains its executive and accounting and finance offices. The lease for this space expires on July 31, 2000 and may be extended at the option of the Company for an additional five-year term. Rowland Schaefer & Associates is a general partnership of two corporate general partnerships which are owned by immediate family members of the Chairman of the Board and President of the Company, two of whom are Vice Presidents of Claire's. The lease provides for the payment by the Company of annual base rent of approximately $494,000, which is subject to annual cost-of-living increases, and a proportionate share of all taxes and operating expenses of the building.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable.
PART III
Items 10,11,12 and 13. Directors and Executive Officers of the Registrant; Executive Compensation ; Security Ownership of Certain Beneficial Owners and Management; and Certain Relationships and Related Transactions.
The information required by these items is omitted because the Company will file a definitive proxy statement pursuant to Regulation 14A under the Securities Exchange Act of 1934 for the Company's 1997 Annual Meeting of Stockholders containing such information, which information is incorporated herein by reference as if set out in full.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) List of documents filed as part of this report. Page No.
1. Financial Statements
Independent Auditors' Report 13 Consolidated Balance Sheets as of February 1, 1997 and February 3, 1996 14 Consolidated Statements of Income for the three fiscal years ended February 1, 1997 15 Consolidated Statements of Changes in Stockholders' Equity for the three fiscal years ended February 1, 1997 16 Consolidated Statements of Cash Flows for the three fiscal years ended February 1, 1997 17 Notes to Consolidated Financial Statements 18-24
2. Financial Statement Schedules
All schedules have been omitted since the required information is included in the consolidated financial statements or the notes thereto, or the omitted schedules are not applicable.
3. Exhibits
(3)(a) Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3(a) to the Company's Annual Report on form 10-K for the fiscal year ended February 1, 1992).
(3)(b) Amended By-laws of the Company (incorporated by reference to Exhibit 3(b) to the Company's Annual Report on form 10-K for the fiscal year ended January 28, 1995).
(4)(a) Revolving Credit Agreement dated as of August 19, 1996 between the Company and its subsidiaries and Bank Leumi Trust Company.
(10)(a) Incentive Stock Option Plan of the Company, as amended (incorporated by reference to Exhibit 10(a) to the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 1986).
(10)(b) Non-Qualified Stock Option Plan of the Company, as amended (incorporated by reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 1986).
(10)(c) 401(k) Profit Sharing Plan, as amended (incorporated by reference to Exhibit 10(e) to the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 1992).
(10)(d) Office Lease Agreement dated September 8, 1989 between the Company and Two Centrum Plaza Associates (incorporated by reference to Exhibit 10(h) to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 1991).
(10)(e) Amendment of Office Lease Agreement dated July 31, 1990 between the Company and Two Centrum Plaza Associates (incorporated by reference to Exhibit 10(I) to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 1991).
(10)(f) Addendum to Office Lease dated September 8, 1989 between the Company and Two Centrum Plaza Associates (incorporated by reference to Exhibit 10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 1991).
(10)(g) Second addendum to office lease dated January 30, 1997 between the Company and Two Centrum Plaza Associates.
(10)(h) Lease between Chancellory Commons I Limited Partnership and Claire's Boutiques, Inc. dated August 31, 1990 (incorporated by reference to Exhibit 10(I) to the Company's Annual Report on form 10-K for the fiscal year ended February 1, 1992).
(21) Subsidiaries of the Company.
(24) Consent of KPMG Peat Marwick LLP.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) 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.
By /S/Rowland Schaefer Rowland Schaefer President and Chairman of the Board of Directors
April 15, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 15, 1997.
/S/ Rowland Schaefer President and Rowland Schaefer Chairman of the Board of Directors (Principal Executive Officer)
/S/ Ira D. Kaplan Chief Financial Officer and Treasurer Ira D. Kaplan (Principal Financial and Accounting Officer)
/S/ Harold E. Berritt Director Harold E. Berritt
/S/ Fred D. Hirt Director Fred D. Hirt
/S/ Bruce G. Miller Director Bruce G. Miller
/S/ Sylvia Schaefer Director Sylvia Schaefer
/S/ Marla Schaefer Director Marla Schaefer
/S/ Joel J. Silver Director Joel J. Silver
SIGNATURES
Pursuant to the requirements of Section 13 of 15(d) 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.
By Rowland Schaefer President and Chairman of the Board of Directors
April 15, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on April 15, 1997.
President and Rowland Schaefer Chairman of the Board of Directors (Principal Executive Officer)
Chief Financial Officer and Treasurer Ira D. Kaplan (Principal Financial and Accounting Officer)
Director Harold E. Berritt
Director Fred D. Hirt
Director Bruce G. Miller
Director Sylvia Schaefer
Director Marla Schaefer
Director Joel J. Silver