10-K405

QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

/x/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 26, 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 No. 0-19972

BRAUN'S FASHIONS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	06 - 1195422 (I.R.S. Employer Identification Number)
2400 Xenium Lane North, Plymouth, Minnesota (Address of principal executive offices)	55441 (Zip Code)

Registrant's telephone number, including area code: (763) 551-5000

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:	Common Stock, par value $.01 per share
	12% Senior Notes due 2005

    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 by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/

    Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes /x/  No / /

    As of May 12, 2000, 6,803,385 shares of common stock were outstanding and the aggregate value of the common stock held by non-affiliates of the Registrant on that date was approximately $160,112,075 based upon the last reported sale price of the common stock at that date by The Nasdaq Stock Market.

DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held July 26, 2000 (the "Proxy Statement") are incorporated by reference into Part III.

BRAUN'S FASHIONS CORPORATION
2000 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 2.	Properties	7
Item 3.	Legal Proceedings	8
Item 4.	Submission of Matters to a Vote of Security Holders	8
Item 4a.	Executive Officers of the Registrant	9
PART II
Item 5.	Market for the Registrant's Common Equity and Related Stockholder Matters	10
Item 6.	Selected Consolidated Financial Data	11
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 8.	Consolidated Financial Statements	18
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	35
PART III
Item 10.	Directors and Executive Officers of the Registrant	35
Item 11.	Executive Compensation	35
Item 12.	Security Ownership of Certain Beneficial Owners and Management	35
Item 13.	Certain Relationships and Related Transactions	35
PART IV
Item 14.	Exhibits, Financial Statement Schedules and Reports on Form 8-K	36
	Signatures	38

2

PART I

ITEM 1.
BUSINESS

General

    Braun's Fashions Corporation ("BFC"), is a Minneapolis-based regional retailer of women's specialty apparel which operates through its wholly owned subsidiary, Braun's Fashions, Inc. ("BFI") (collectively referred to as "Braun's" or the "Company"). As of May 12, 2000, the Company operated a chain of 241 stores in 27 states, primarily in the northern half of the United States. Most stores are mall based and average approximately 3,300 square feet.

    In January 2000, the Company announced it will launch a new division catering to the women's large size market. The Company plans to open approximately 20 stores in Fall, 2000 under the name C.J. Banks. The first new stores will open primarily in midwest markets in malls where the Company already operates a Christopher & Banks store. The merchandise offerings at C.J. Banks stores will be designed for women who wear sizes 14W to 24W. Product offerings will feature casual sportswear similar in appearance to merchandise sold at the Company's Christopher & Banks stores.

    In May 2000, the Company announced that its Board of Directors has recommended a change in the Company name from Braun's Fashions Corporation to Christopher & Banks Corporation. The name change will be presented for approval at the Company's Annual Meeting of Stockholders on July 26, 2000. In fiscal 2000, the Company opened 33 new Christopher & Banks stores and converted 23 existing Braun's stores to the Christopher & Banks name. As a result, 56 of the Company's 223 stores operated under the Christopher & Banks name at February 26, 2000. In fiscal 2001, the Company plans to open approximately 35 new Christopher & Banks stores. With additional remodels and name changes, the Company anticipates that it will operate approximately 50% of its stores under the Christopher & Banks name by the end of fiscal 2001.

Business Strategy

    The Company's business strategy is to provide its target customer with high quality, moderately-priced, coordinated ensembles that are interchangeable between work and leisure activities; to differentiate itself from its competitors through its focused merchandising approach, including an emphasis on private brand merchandise manufactured exclusively for the Company under its proprietary name, Christopher & Banks; to utilize management information systems to effectively manage its merchandise inventories; and to expand its store network and maintain updated, attractive store facilities.

    The key elements of the Company's strategy are as follows:

•

Focus on a target customer and meet her needs



•

Deliver a well defined merchandising approach



•

Use information systems to drive decision making and maintain disciplined inventory management



•

Expand store base in existing and new markets



•

Expand through developing new concepts

Focus on a target customer and meet her needs. Braun's target customer is a 35 to 55 year old working woman with an annual family income of $50,000 and above. Management believes this target customer leads a busy life, shops in regional malls and purchases fashions which are suitable for both work and leisure activities.

    The Company utilizes point-of-sale inventory tracking to analyze the buying patterns of its customers. Braun's also uses a product testing program to identify consumer demand for clothing styles, patterns and

3

colors. This test and reorder philosophy gives the Company the ability to offer proven best sellers throughout a selling season. The Company's objective is to be recognized by its target customer as offering quality fashion at moderate prices. Braun's differentiates itself from other fashion retailers through offering clothing that is characterized by a novelty flair with distinctive patterns, textures and colors.

Deliver a well defined merchandising approach. In fiscal 2000, Braun's lines of merchandise included four principal categories: sportswear, sweaters, dresses and accessories. The following table sets forth the approximate percentage of net sales attributable to each merchandise group for the past three fiscal years:

	Percentage of Net Sales
Merchandise Group
	2000		1999		1998
Sportswear	51.6	%	53.6	%	57.7	%
Sweaters	33.8		29.3		26.5
Dresses	10.3		12.1		10.1
Accessories	4.3		5.0		5.7
Total	100.0	%	100.0	%	100.0	%

    Beginning in fiscal 2001, the Company plans to de-emphasize the sale of accessories. The Company anticipates shifting the selling space previously allocated to accessories to higher margin categories of sweaters and sportswear.

    The Company has developed a variety of strategies and programs to distinguish itself from its competitors. Major elements of its merchandising strategy include:

Strong Visual Merchandise Presentation. The Company's stores rely heavily on attracting mall traffic through stimulating visual presentation. Braun's uses carefully designed front-of-store displays to draw customers into the store. The visual program emphasizes attractive windows and an open store-entrance area with bright lighting. To keep its fashions fresh, Braun's introduces a new "color story" every 10 to 12 weeks. Each month a new floor-set is completed and new fashion is displayed in the front of the stores, with older or less-actively selling merchandise moved back for promotion and liquidation in the current season.

Direct Import Program. During fiscal 2000, the Company directly imported approximately 70% of its total merchandise purchases. The Company anticipates that direct imports, as a percent of total purchases, will be approximately the same in fiscal 2001. Management believes that direct imports allow the Company to obtain high quality merchandise at a lower cost. This in turn provides the Company with the ability to sell garments, comparable in quality and design to those sold in department stores, at a lower price.

Private Brand Clothing—Christopher & Banks. The use of private brand clothing produced exclusively for the Company creates a unique store identity and establishes a competitive "point of difference". The Company's design staff, guided by its merchants, continually develops new designs for the Company's private brand merchandise. For its private brand clothing, the Company uses its proprietary name, Christopher & Banks. The Company estimates that sales of private brand clothing comprised approximately 95% of its sales in fiscal 2000 compared to 87% in fiscal 1999. The Company anticipates that private brand clothing will account for substantially all of its sales in fiscal 2001.

Key Vendor Relationships. The Company's ongoing relationships with key vendors has enabled it to expand its private brand offerings in order to project a merchandising point of difference. Key vendor relationships also allow the Company to execute a timely product testing and reorder program which gives the Company the ability to feature best selling styles throughout a selling season.

Quality Assurance. The Company uses a variety of quality control measures including color, fabric and construction analysis and sizing verification, to ensure that all merchandise meets the Company's quality standards.

4

    One strategy the Company has historically used is a frequent shopper program, under which customers, after reaching certain cumulative purchase levels, are awarded a coupon redeemable toward future purchases. In previous fiscal years, the Company also offered special sales events to its frequent shoppers. In fiscal 2000, in connection with the Company's continued development as a branded retailer, the Company did not anniversary three major preferred customer promotional events. Management believes the elimination of these three events contributed, in part, to its 360 basis point improvement in gross margin in fiscal 2000. In order to further establish itself as a branded retailer, the Company plans to phase out its frequent shopper program over the next two fiscal years.

    In March 2000, the Company discontinued accepting its private label credit card as a means of payment. In fiscal 2000, sales on the Company's card accounted for approximately 4% of the Company's total sales. Management anticipates that customer's who previously used the Braun's/Christopher & Banks credit card will continue to make purchases using another form of payment.

Use information systems to drive decision making and maintain disciplined inventory management. In March 1999, the Company began using new merchandise and financial management information systems. These systems are updated with daily information from the Company's point-of-sale registers. Management believes these new systems have provided enhanced merchandise planning, sales tracking and analysis capabilities. The Company also believes the new merchandise information systems have provided improved distribution center processing and enhanced planning and allocation features allowing the Company to more efficiently manage its product assortments at its stores.

    The Company also utilizes a cost-effective program to efficiently deliver merchandise on a daily basis from the Company's distribution center to all stores. Through using its systems effectively, inventories can be maintained at an efficient level throughout the year, which ensures a consistent flow of fresh merchandise to the stores. Inventory turnover has increased from 3.7 turns in fiscal 1998 to 3.9 turns in fiscal 1999 and to 4.1 turns in fiscal 2000.

Expand store base in existing and new markets. The Company plans to expand its store base by approximately 55 stores in fiscal 2001, including 35 Christopher & Banks stores and 20 C.J. Banks stores. New Christopher & Banks stores will be opened primarily in regional malls in states with an existing market presence or in adjoining states. The C.J. Banks stores will open primarily in midwest markets in malls where the Company already operates an existing Christopher & Banks store.

Expand through developing new concepts. The Company intends to continue to evaluate growth vehicles and new opportunities as it deems appropriate. Accordingly, the Company plans to pursue a new concept, opening stores under the name C.J. Banks, which will serve the women's large size market. In connection with this strategy, the Company has developed a new large size store prototype which is similar to its Christopher & Banks store design and plans to open approximately 20 stores in fiscal 2001.

Properties

    The Company has developed an updated store design which has been used for new stores and remodeled stores since the beginning of fiscal 1998. The Company plans to continue to use this design for its new stores and remodeled stores. This store prototype highlights visual merchandise presentation and improves the customer's shopping experience through enhanced decor, bright lighting and an open store design. The Company typically effects a major or a minor remodeling of a store following renewal of the store's lease. However, during the interim, carpet replacement, painting and other minor improvements are made as needed. The Company completed twelve major store remodelings in fiscal 2000 and plans to complete ten to twelve major store remodelings in fiscal 2001.

5

Store Operations

    The Company operates its stores in a manner that encourages operational management participation in the execution of the Company's business and operational policies. Each store has a manager who is responsible for day-to-day operations of the store. Store managers complete a management training program and are eligible for Company incentive awards based upon store sales volume.

Purchasing/Sources of Supply

    Direct imports accounted for approximately 70% of total purchases in fiscal 2000. The Company purchased substantially all of its merchandise from approximately 200 vendors in fiscal 2000. In fiscal 2000, the Company's ten largest vendors represented approximately 58% of the Company's purchases. Further, purchases from the Company's largest overseas supplier accounted for 26% of total purchases in fiscal 2000, compared to 20% in fiscal 1999. The Company's main suppliers are established, quality apparel manufacturers who have worked with the Company over many years and are familiar with the Company's merchandising approach. The Company believes it has strong working relationships with its vendors. A disruption in supply from its major vendors could have a negative impact on the Company's business. The Company intends to directly import approximately 70% of its purchases again in fiscal 2001.

Advertising and Promotion

    The Company believes that most of its locations depend on mall traffic. To attract customers into its stores, the Company emphasizes attractive front-of-store displays and an open, clean, in-store visual presentation. The merchandise presentation is further enhanced by the use of photographic visual merchandise signage on a seasonal basis. Additionally, the Company maintains an internet website at www.braunsfashions.com and www.christopherandbanks.com.

Seasonality

    The Company's sales show seasonal variation as sales in the third and fourth quarters, which include the fall and holiday seasons, have generally been higher than sales in the first and second quarters. Sales generated during the fall and holiday seasons have a significant impact on the Company's annual results of operations.

Competition

    The women's retail apparel business is highly competitive. The Company believes that the principal bases upon which it competes are merchandise selection, fashion, quality, store location, store environment and service. The Company competes with a broad range of national and regional retail chains that sell similar merchandise, including department stores and specialty stores. Many of these competitors are larger and have greater financial resources than the Company. The Company believes that its focused merchandise selection, strong visual presentation, product quality, and customer service enable the Company to compete effectively.

Employees

    As of May 12, 2000, the Company had approximately 550 full-time and 1,600 part-time employees. The number of part-time employees increases during peak selling periods. None of the Company's employees are represented by a labor union or is subject to a collective bargaining agreement. The Company has never experienced a work stoppage and considers its relationship with its employees to be satisfactory.

6

Trademarks and Service Marks

    The Company is the owner of the federally registered trademark and service mark "CHRISTOPHER & BANKS" which is its predominant private brand and "BRAUNS" with respect to articles of apparel. In addition, the Company has also applied for a federal trademark registration for C.J. Banks, the name it intends to use for its large size private brand merchandise. Common law rights have been established by the Company in other trademarks and service marks which it considers to be of lesser importance. The Company believes its primary marks are important to its business and are recognized in the women's retail apparel industry. Accordingly, the Company intends to maintain its marks and the related registrations. The Company is not aware of any pending claims of infringement or other challenges to the Company's right to use its marks in the United States.

ITEM 2.
PROPERTIES

Store Locations

    The Company's stores are located primarily in regional shopping malls in mid-sized cities and suburban areas, which offer high-traffic by potential walk-in customers. Approximately 75% of the Company's stores are located in enclosed regional malls that typically have numerous specialty stores and two or more general merchandise chains or department stores as anchor tenants. The balance of the Company's stores are located in community and strip shopping centers. The Company attempts to locate its stores strategically within the mall or shopping center to attract walk-in customers through stimulating visual displays. The average store size is approximately 3,300 square feet, of which the Company estimates an average of approximately 85% is selling space.

    At May 12, 2000, the Company operated 241 stores in the following states:

State	Number of Stores	State	Number of Stores
Minnesota	37	Montana	6
Wisconsin	25	New York	6
Iowa	24	Utah	6
Michigan	18	Idaho	5
Ohio	14	Indiana	5
Illinois	11	Arkansas	3
Pennsylvania	11	Oklahoma	3
Colorado	9	West Virginia	3
Missouri	9	Kentucky	2
Nebraska	8	Oregon	2
Kansas	8	Wyoming	2
Washington	8	California	1
North Dakota	7	Maryland	1
South Dakota	7

Store Leases

    All of the Company's stores are leased. Management believes that the current commercial real estate market, combined with the Company's relationship with nationally-recognized developers and established operating history makes the Company an attractive tenant when negotiating terms with shopping center developers or owners.

    Lease terms typically are for 10 years and may contain a renewal option. Leases generally require payments of fixed minimum rent and contingent percentage rent, typically calculated at 5% of sales in

7

excess of a specified level. The following table, which covers all of the stores operated by the Company at May 12, 2000, indicates the number of leases expiring during the fiscal year indicated and the number of such leases with renewal options.

Fiscal Year	Number of Leases Expiring	Number with Renewal Options
2001	24	4
2002	18	6
2003	25	2
2004	31	5
2005	29	3
2006—2010	97	2
2011—2015	17	—

    The Company currently plans to negotiate new leases in most of the locations which do not have renewal options.

Headquarters Facility

    The Company occupies a 210,000 square foot headquarters and merchandise distribution center facility located in Plymouth, Minnesota. Of this facility, the Company uses approximately 95,000 square feet for its own office and distribution facility and subleases the balance to third parties. The Company leases this facility under an agreement which expires on June 14, 2005. Under the agreement, the Company was required to pay minimum rent of approximately $688,000 per year through June 14, 1999; and is required to pay $746,000 per year from June 15, 1999, until the end of the lease term. The Company is also required to reimburse the landlord for property taxes and pay for utilities and other operating costs of the facility.

    The Company subleases 80,000 square feet of warehouse space in its distribution center to a third party under an agreement which commenced October 1, 1997. Under the agreement, the Company received minimum rent of $14,667 per month from October 1, 1997 through August 31, 1998; and $21,667 per month from September 1, 1998 through August 31, 1999; and will receive $24,667 per month from September 1, 1999 through August 31, 2000. The subtenant has agreed to extend the lease for two option periods. Rent for the first three year option period is $26,667 per month. Rent for the second option period of one year and nine months will be $30,000 per month. The subtenant is also required to reimburse the Company for property taxes, utilities and other operating costs of the subleased portion of the facility.

    Under a second sublease, effective September 1, 1997 and expiring on May 31, 2005, the Company subleased 33,000 square feet of warehouse and office space to a third party. Under the agreement the Company will receive annual minimum rent of $132,000. The subtenant is also required to reimburse the Company for property taxes, utilities and other operating costs of the subleased portion of the facility. Under the sublease, the Company has the right to terminate the agreement upon six months written notice at any time on or before February 1, 2002.

    The Company believes its headquarters and merchandise distribution center facility to be adequate to accommodate the expansion plans of the Company for the foreseeable future.

ITEM 3.
LEGAL PROCEEDINGS

    There are no material legal proceedings pending against the Company.

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 2000.

8

ITEM 4a.
EXECUTIVE OFFICERS OF THE REGISTRANT

    The following table sets forth certain information regarding the executive officers of the Company as of May 12, 2000.

Name	Age	Positions and Offices
William J. Prange	46	Chairman and Chief Executive Officer
Joseph E. Pennington	54	President and Chief Operating Officer
Ralph C. Neal	53	Executive Vice President/Store Operations
Tammy L. Boyd	41	President, Large Size Division
Kathryn R.Gangstee	50	Senior Vice President and General Merchandising Manager
Andrew K. Moller	41	Senior Vice President and Chief Financial Officer
Nancy C. Scott	51	Vice President of Real Estate and Construction
Kim M. Westerham	42	Vice President of Merchandise Planning and Distribution
Lanette S. Menear	48	Vice President and Divisional Merchandising Manager

William J. Prange has served as Chairman and Chief Executive Officer since September 1999. From March 1998 through August 1999, Mr. Prange was President and Chief Executive Officer. He was President and Chief Merchandising Officer from July 1997 through February 1998. From April 1995 through June 1997, he was Senior Vice President and General Merchandising Manager. From April 1994 through March 1995, Mr. Prange was Vice President and General Merchandising Manager. From 1989 to 1994, he was President and General Merchandise Manager of American Specialty Stores (dba the id). From 1987 to 1989, he was Vice President and General Merchandise Manager of the id. From 1985 to 1987, Mr. Prange was Vice President and General Merchandise Manager of Prange Department Stores.

Joseph E. Pennington has served as President and Chief Operating Officer since September 1999. From March 1998 through August 1999, Mr. Pennington was Executive Vice President and Chief Operating Officer. Mr. Pennington was Senior Vice President of Merchandise Planning and Distribution from July 1997 through February 1998. From February 1997 through June 1997, Mr. Pennington was Vice President of Merchandise Planning and Distribution and Management Information Systems. From April 1996 through January 1997, Mr. Pennington was self-employed, providing consulting services to retail companies including Braun's. Mr. Pennington was President and Chief Executive Officer of the id from June 1994 through March 1996. From October 1993 through May 1994, Mr. Pennington was Senior Vice President of Merchandise and Operations for the id, and from January 1990 through October 1993, Mr. Pennington was Vice President of Operations. From 1976 through 1989, Mr. Pennington held various positions with Foxmoor Stores, including Vice President of Planning from 1984 through 1989.

Ralph C. Neal has served as Executive Vice President/Store Operations since March 1998. Mr. Neal was Senior Vice President of Store Operations from July 1997 through February 1998. From September 1996 through June 1997, Mr. Neal was Vice President of Store Operations. From 1989 to 1996, Mr. Neal was Vice President of Store Operations for the id. From 1986 to 1989, Mr. Neal was a Senior Vice President of Brooks Fashions. From 1982 to 1986, Mr. Neal was Vice President of Operations for the id. Prior to 1982 Mr. Neal served in various managerial capacities for other women's apparel retailers.

Tammy L. Boyd has served as President, Large Size Division since January 2000. From 1991 through 1999, Ms. Boyd was Divisional Merchandise Manager, Special Size Sportswear and Outerwear with Sears Roebuck & Company. Previous to 1991, Ms. Boyd held various buying and merchandising positions with Carson Pirie Scott and PA Bergner & Company.

Kathryn R. Gangstee has served as Senior Vice President and General Merchandise Manager since March 1998. From September 1997 through February 1998, Ms. Gangstee was Vice President and Divisional Merchandise Manager. Ms. Gangstee was a Divisional Merchandise Manager from March 1986 through August 1997. From January 1984 through February 1986, Ms. Gangstee held other positions with the Company.

9

Andrew K. Moller has served as Senior Vice President and Chief Financial Officer since March 1999. From March 1998 through February 1999, Mr. Moller was Vice President Finance and Chief Financial Officer. Mr. Moller was Controller from January 1995 through February 1998. From September 1992 through December 1994, Mr. Moller was Assistant Controller. Prior to joining the Company, Mr. Moller held managerial accounting positions with Ladbroke Racing Canterbury, Inc., a subsidiary of Ladbroke Group and with B Dalton Bookstores. Mr. Moller also has previous experience with Arthur Andersen LLP and is a Certified Public Accountant.

Nancy C. Scott has served as Vice President of Real Estate and Construction since March 1998. From May 1997 through February 1998, Ms. Scott was a Regional Director of Leasing for Pacific Sunwear of California. Ms. Scott was employed by Frederick's of Hollywood Stores, Inc. from March 1987 through April 1997. She held the position of Vice President Real Estate/Leasing from February 1989 to April 1997. From 1979 through 1986, Ms. Scott held leasing positions with other companies.

Kim M. Westerham has served as Vice President of Merchandise Planning and Distribution since March 1999. Ms. Westerham was Director of Merchandise Planning and Distribution from September 1993 through February 1999. From March 1984 through August 1993, Ms. Westerham was a Buyer with the Company.

Lannette S. Menear has served as Vice President and Divisional Merchandising Manager since March 1999. Ms. Menear was a Divisional Merchandising Manager from April 1998 to February 1999 and a Buyer and Product Development Manager with the Company from August 1991 to March 1998. Prior to joining the Company Ms. Menear held various management positions with A.J. Brandon, a women's apparel manufacturer, Donaldson's Department Stores and Dayton-Hudson Department Stores.

PART II

ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    The Company's common stock has traded on The Nasdaq Stock Market under the symbol "BFCI" since March 31, 1992. The quarterly high and low stock sales price information for the Company's common stock for fiscal 2000 and fiscal 1999 are presented in Note 10 of the Consolidated Financial Statements and are included herein.

    The number of holders of record of the Company's common stock as of May 12, 2000 was 73. Based upon information received from the record holders, the Company believes there are more than 2,600 beneficial owners. The last reported sales price of the Company's common stock on May 12, 2000 was $25.00.

    The Company has never paid dividends on its common stock. The Company presently intends to retain all future earnings, if any, for the operation of its business and does not expect to pay cash dividends on its common stock in the foreseeable future. Currently, dividends are restricted by the terms of the Company's revolving credit facility. (See Item 7 of this Form 10-K.) Any future determination as to the payment of dividends on common stock will depend upon future earnings, results of operations, capital requirements, compliance with financial covenants, the financial condition of the Company and any other factors the Board of Directors may consider.

    During the last three fiscal years, the Company did not sell any equity securities in a transaction that was exempt from the registration provisions of the Securities Act of 1933, as amended.

    During fiscal 1999, the Company purchased 552,000 shares of the Company's common stock at a total cost, including commissions, of $3,000,000. The common stock purchased is currently held in treasury.

    In November 1999, the Company's Board of Directors approved a 3-for-2 stock split in the form of a stock dividend. The stock dividend was distributed on December 14, 1999 to stockholders of record as of November 30, 1999.

10

ITEM 6.
SELECTED CONSOLIDATED FINANCIAL DATA

    The following selected financial data has been derived from the audited consolidated financial statements of the Company and should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and related notes appearing elsewhere herein.

	Fiscal Year Ended
	Feb. 26, 2000		Feb. 27, 1999		Feb. 28, 1998		March 1, 1997(1)			Mach 2, 1996
	(Dollars in thousands, except per share amounts and selected operating data)
Income Statement Data:
Net sales	$	143,402	$	110,142	$	99,536	$	95,946		$	97,296
Cost of sales(2)		87,865		71,488		65,111		65,445			70,386
Gross profit		55,537		38,654		34,425		30,501			26,910
Selling, general and administrative expenses		33,306		25,621		23,390		22,854			24,897
Depreciation and amortization		3,387		2,679		2,534		2,649			3,154
Reorganization expense(3)		—		—		—		7,830			—
Nonrecurring expense(4)		—		—		775		—			—
Operating income (loss)		18,844		10,354		7,726		(2,832	)		(1,141	)
Interest, net		47		282		691		684			1,388
Income (loss) before income taxes		18,797		10,072		7,035		(3,516	)		(2,529	)
Income tax provision (benefit)(5)		7,262		3,880		2,750		(2,895	)		929
Income (loss) before extraordinary gain		11,535		6,192		4,285		(621	)		(3,458	)
Extraordinary gain(6)		—		35		116		—			—
Net income (loss)	$	11,535	$	6,227	$	4,401	$	(621	)	$	(3,458	)
Basic earnings per common share:(7)
Income (loss) before extraordinary gain	$	1.75	$	0.91	$	0.64	$	(0.10	)	$	(0.61	)
Extraordinary gain(6)		—		0.00		0.01		—			—
Net income (loss)	$	1.75	$	0.91	$	0.65	$	(0.10	)	$	(0.61	)
Basic shares outstanding		6,608		6,812		6,723		6,044			5,688
Diluted earnings per common share:(7)
Income (loss) before extraordinary gain	$	1.64	$	0.86	$	0.59	$	(0.10	)	$	(0.61	)
Extraordinary gain(6)		—		0.01		0.02		—			—
Net income (loss)	$	1.64	$	0.87	$	0.61	$	(0.10	)	$	(0.61	)
Diluted shares outstanding		7,032		7,161		7,218		6,044			5,688

(1)

From July 2, 1996 until December 3, 1996, the Company operated its business as a debtor-in-possession under Chapter 11 of the United States Bankruptcy Code. The Company emerged from bankruptcy upon the confirmation of its Second Amended Plan of Reorganization.

(2)

Cost of sales includes cost of merchandise and buying expenses and store and distribution center occupancy costs, but excludes all depreciation and amortization.

(3)

In fiscal 1997, the Company recorded $7,830,000 of reorganization expense as a result of the Company's July 2, 1996 Chapter 11 bankruptcy filing.

11

(4)

In fiscal 1998, the Company recorded a one time pre-tax charge of $775,000, or $0.09 per diluted share, related to the implementation of its management succession plan. The majority of this expense was non-cash, related to accelerated vesting of previously issued options.

(5)

In fiscal 1996, the Company recorded a valuation allowance of $1.8 million, or $0.31 per share, equal to the full amount of its deferred tax assets, due to the uncertainty of realizing the value of these assets in future years. In fiscal 1997, the Company reversed the valuation allowance as improved operating performance made the future realization of these assets more likely than not.

(6)

In fiscal 1999 and 1998, the Company recorded extraordinary gains of $35,000 and $116,000 on the purchase at a discount from par of $4,676,000 and $1,033,000 principal face amount of its 12% Senior Notes due 2005, respectively.

(7)

In fiscal 2000, the Company's Board of Directors approved a 3-for-2 stock split in the form of a stock dividend on the Company's outstanding common stock. Share and per share data for all periods presented have been restated to reflect this stock dividend.

	Fiscal Year Ended
	Feb. 26, 2000			Feb. 27, 1999			Feb. 28, 1998			March 1, 1997			March 2, 1996
Selected Operating Data:
Same store sales increase (decrease)(1)		17	%		3	%		10	%		10	%		(3	)%
Stores at end of period		223			195			179			170			221
Net sales per gross square foot(2)	$	201		$	172		$	166		$	148		$	129
Balance Sheet Data (at end of period in thousands):
Cash	$	22,686		$	12,588		$	15,848		$	10,914		$	1,543
Merchandise inventory	$	11,421		$	10,799		$	10,736		$	9,254		$	12,858
Total assets	$	58,719		$	40,060		$	40,590		$	34,637		$	32,304
Long-term debt(3)	$	5,053		$	5,074		$	9,616		$	10,374		$	952
Stockholders' equity	$	37,385		$	24,730		$	20,959		$	15,573		$	13,662

(1)

Fiscal 1997 excludes stores closed as part of the Company's Chapter 11 reorganization.

(2)

Includes only stores open for the entire fiscal year.

(3)

In fiscal 1996, $10.4 million of long-term debt potentially subject to acceleration was reclassified to current liabilities.

ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

    The Company was incorporated in Delaware in 1986 to acquire BFI, which had operated as a family-owned business since 1956. As of May 12, 2000, the Company operated a chain of 241 stores in 27 states, primarily in the northern half of the United States. In fiscal 2000, the Company opened 33 new stores under the name Christopher & Banks and closed five stores. In fiscal 2001, the Company intends to expand its store base by approximately 55 stores. The Company plans to open 35 Christopher & Banks stores and 20 stores serving the women's large size market under the name C.J. Banks.

12

Results of Operations

    The following table sets forth operating statement data expressed as a percentage of net sales for the last three fiscal years and should be read in conjunction with "Selected Consolidated Financial Data."

	Fiscal Year Ended
	February 26, 2000		February 27, 1999		February 28, 1998
Net sales	100.0	%	100.0	%	100.0	%
Cost of sales	61.3		64.9		65.4
Gross profit	38.7		35.1		34.6
Selling, general and administrative expenses	23.2		23.3		23.5
Depreciation and amortization	2.4		2.4		2.6
Nonrecurring expense(1)	—		—		0.8
Operating income	13.1		9.4		7.7
Interest, net	0.0		0.3		0.7
Income before income taxes	13.1		9.1		7.0
Income tax provision	5.1		3.5		2.7
Net income before extraordinary gain	8.0		5.6		4.3
Extraordinary gain(2)	—		0.1		0.1
Net income	8.0	%	5.7	%	4.4	%

(1)

In fiscal 1998, the Company recorded a one time pre-tax charge of $775,000, or $0.09 per diluted share, related to the implementation of its management succession plan. The majority of this expense was non-cash, related to accelerated vesting of previously issued options.

(2)

In fiscal 1999 and 1998, the Company recorded extraordinary gains of $35,000 and $116,000 on the purchase at a discount from par of $4,676,000 and $1,033,000 principal face amount of its 12% Senior Notes due 2005, respectively.

Fiscal 2000 Compared to Fiscal 1999

    Net Sales.  Net sales for the fiscal year ended February 26, 2000 were $143.4 million, an increase of 30% from sales of $110.1 million in fiscal 1999. The increase in net sales was a result of a 17% increase in same-store sales combined with an increase in the number of stores operated by the Company. The Company operated 223 stores at February 26, 2000 compared to 195 at February 27, 1999.

    Gross Profit.  Gross profit (which is net sales less cost of merchandise, buying and occupancy expenses) was $55.5 million or 38.7% of net sales in fiscal 2000, compared to $38.7 million or 35.1% of net sales in fiscal 1999. The percentage increase in gross profit was primarily due to improved merchandise margins which primarily resulted from increased sales of merchandise at regular prices. Further, the Company did not anniversary three major promotional events held in the third and fourth quarters of fiscal 1999. The elimination of these events also contributed to the increase in gross margin.

    Selling, General and Administrative Expenses.  Selling, general and administrative expenses were $33.3 million or 23.2% of net sales in fiscal 2000 compared to $25.6 million or 23.3% of net sales in fiscal 1999. Selling, general and administrative expenses as a percent of net sales decreased due to leveraging associated with increased sales, offset by increases in bonus and supplies expense as a percent of net sales.

13

    Operating Income.  As a result of the foregoing, operating income was $18.8 million or 13.1% of net sales in fiscal 2000 compared to operating income of $10.4 million or 9.4% of net sales in fiscal 1999.

    Interest, Net.  Net interest expense in fiscal 2000 decreased to $47,324 from $282,508 in fiscal 1999. The decrease was primarily due to increased interest income as a result of a higher cash balance maintained during the year.

    Income Taxes.  The provision for income taxes was $7.3 million in fiscal 2000 with an effective tax rate of 38.6% compared to $3.9 million with an effective tax rate of 38.5% in fiscal 1999.

    Extraordinary Gain.  No extraordinary gain was recorded in fiscal 2000. In fiscal 1999, the Company purchased a total of $4.7 million principal face amount of its 12% Senior Notes due 2005 at a discount from par. These purchases resulted in an extraordinary gain of $35,396, net of tax.

    Net Income.  Net income for fiscal 2000 was $11.5 million or 8.0% of net sales as compared to net income of $6.2 million or 5.7% of net sales in fiscal 1999.

Fiscal 1999 Compared to Fiscal 1998

    Net Sales.  Net sales for the fiscal year ended February 27, 1999 were $110.1 million, an increase of 11% from sales of $99.5 million in fiscal 1998. The increase in net sales was attributable to a 3% increase in same-store sales combined with an increase in the number of stores operated by the Company. The Company operated 195 stores at February 27, 1999 compared to 179 at February 28, 1998.

    Gross Profit.  Gross profit was $38.7 million or 35.1% of net sales in fiscal 1999, compared to $34.4 million or 34.6% of net sales in fiscal 1998. The percentage increase in gross profit was primarily due to more favorable merchandise pricing obtained from overseas vendors offset by a slight increase in occupancy costs as a percent of net sales.

    Selling, General, and Administrative Expenses.  Selling, general and administrative expenses were $25.6 million or 23.3% of net sales in fiscal 1999 compared to $23.4 million or 23.5% of net sales in fiscal 1998. Selling, general and administrative expenses as a percent of net sales decreased modestly due to leveraging associated with increased sales.

    Nonrecurring Expense.  No nonrecurring expense was recorded in fiscal 1999. In fiscal 1998, the Company incurred a one-time pre-tax expense of $775,451, or $0.09 per diluted share, related to the implementation of its management succession plan. This expense was primarily non-cash, reflecting the accelerated vesting of previously issued stock options.

    Operating Income.  As a result of the foregoing, operating income was $10.4 million or 9.4% of net sales in fiscal 1999, compared to operating income of $7.7 million or 7.7% of net sales in fiscal 1998.

    Interest, Net.  Net interest expense decreased to $282,508 in fiscal 1999 from $690,589 in fiscal 1998. This decrease was primarily due to a higher cash balance maintained during the year and a reduction in the Company's long-term debt. In fiscal 1999, the Company repurchased and retired approximately $4.7 million original principal face amount of its 12% Senior Notes due 2005.

    Income Taxes.  Income tax expense in fiscal 1999 was $3.9 million with an effective tax rate of 38.5% compared to $2.7 million with an effective tax rate of 39.1% in fiscal 1998.

    Extraordinary Gain.  In fiscal 1999, the Company purchased approximately $4.7 million principal face amount of its 12% Senior Notes due 2005 at a discount from par. These purchases resulted in an extraordinary gain of $35,396 net of tax. In fiscal 1998, the Company purchased approximately $1.0 million principal face amount of its 12% Senior Notes due 2005 at a discount from par. These purchases resulted in a gain of $115,872 net of tax.

14

    Net Income.  Net income for fiscal 1999 was $6.2 million or 5.7% of net sales compared to net income of $4.4 million or 4.4% of net sales in fiscal 1998.

Liquidity and Capital Resources

    The Company's principal on-going cash requirements are to finance the construction of new stores and the remodeling of certain existing stores, to purchase merchandise inventories and to fund other working capital requirements. Merchandise purchases vary on a seasonal basis, peaking in the fall. As a result, the Company's cash requirements historically reach their peak in October and November. Conversely, cash balances reach their peak in January, after the holiday season is completed.

    Net cash generated by operating activities totaled $19.4 million in fiscal 2000. Cash was used to finance $10.4 million of capital expenditures to open 33 new stores, to complete 12 major store remodelings and for various expenditures at the Company's headquarters facility. Financing activities, primarily the exercise of stock options, provided net cash of $1.0 million. As a result of the foregoing, cash increased by $10.1 million in fiscal 2000. In fiscal 2001, the Company expects to spend approximately $14 million on capital expenditures to expand its store base by approximately 55 stores, to complete ten to twelve major store remodels and for other miscellaneous purchases for its headquarters facility. Management expects its cash on hand combined with cash flow from operations to be sufficient to meet its capital expenditure and working capital requirements and its other needs for liquidity during fiscal 2001.

    In March 1999, the Company entered into an Amended and Restated Revolving Credit and Security agreement with Norwest Bank Minnesota, National Association (the "Norwest Revolver"). The Norwest Revolver, which expires on June 30, 2002, replaced the Company's previous credit agreement with Norwest Bank. The Norwest Revolver provides the Company with revolving credit loans and letters of credit up to $12 million, subject to a borrowing base formula tied to inventory levels.

    Loans under the Norwest Revolver bear interest at Norwest's base rate, 9% as of May 12, 2000, plus ¹/4%. Interest is payable monthly in arrears. The Norwest Revolver carries a facility fee of ¹/4% on the unused portion as defined in the Norwest Revolver. This facility is secured by substantially all of the Company's assets. The borrowing base at May 12, 2000, was $10.8 million. As of May 12, 2000, the Company had no borrowings and outstanding letters of credit in the amount of $6.0 million under the Norwest Revolver. Accordingly, the availability of revolving credit loans under the Norwest Revolver was $4.8 million at that date.

    The Norwest Revolver contains certain restrictive covenants including restrictions on incurring additional indebtedness, limitations on certain types of investments and prohibitions on paying dividends, as well as requiring the maintenance of certain financial ratios. As of February 26, 2000, the most recent measurement date, the Company was in compliance with all covenants of the Norwest Revolver.

    In January 1997, the Company issued $10,300,200 of debt in the form of 12% Senior Notes (the "Senior Notes") due January 2005. The Senior Notes were issued, pursuant to an Indenture dated as of December 2, 1996. The principal amount of the Senior Notes bears interest at the rate of 12% per annum. Interest at the rate of 9% per annum on the outstanding principal amount is due monthly. Interest at the rate of 3% per annum on the outstanding principal amount accrues monthly and upon accrual is treated as principal for all purposes, including without limitation, the calculation of all interest payments due thereafter, and is payable in full on January 1, 2005.

    The Senior Notes are general unsecured senior obligations of the Company. The Indenture for the Senior Notes (the "Indenture") contains certain covenants which, among other things, limit the ability of the Company to incur liens and additional indebtedness. As of February 26, 2000, the most recent measurement date, the Company was in compliance with all covenants of the Indenture. In November 1998, the Company received consent from the holders of a majority, by principal face amount, of its

15

Senior Notes. This consent eliminated a restrictive covenant under the Indenture which, among other things, prohibited the Company from repurchasing its equity securities and paying dividends.

    In fiscal 1999 and fiscal 1998, the Company repurchased $4,676,000 and $1,033,000, respectively, of principal face amount of its Senior Notes at a discount from par. These purchases satisfied all of the annual mandatory redemption requirements through January 1, 2004 leaving no additional mandatory payments due until maturity on January 1, 2005. The Company recorded an extraordinary gain, net of tax, of $35,396 in fiscal 1999 and $115,872 in fiscal 1998 as a result of these purchases.

Recently Issued Accounting Pronouncements

    Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"), effective in fiscal 1999, established standards of disclosure and financial statement display for reporting total comprehensive income and the individual components thereof. The adoption of SFAS No. 130 had no impact on the Company's financial position or results of operations for the years ended February 26, 2000 and February 27, 1999.

    Statement of Financial Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and Related Information" ("SFAS No. 131"), effective in fiscal 1999, established new standards for determining reportable segments and for disclosing information regarding each such segment. Management believes that the Company has reportable operations in only one segment.

    Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"), effective for fiscal years beginning after June 15, 1999, establishes standards for the recognition and measurement of derivatives and hedging activities. The Company does not currently engage in these types of risk management or investment activities. Therefore, SFAS No. 133 is not anticipated to have any impact on the Company's financial position or results of operations.

    The SEC released Staff Accounting Bulletin No. 101, "Revenue Recognition" ("SAB No. 101"), in December 1999, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. SAB No. 101 had no impact on the Company's financial position or results of operations for the years ended February 26, 2000, February 27, 1999 and February 28, 1998.

Quarterly Results and Seasonality

    The Company's sales show seasonal variation as sales in the third and fourth quarters, which include the fall and holiday seasons, generally have been higher than sales in the first and second quarters. Sales generated during the fall and holiday seasons have a significant impact on the Company's annual results of operations. Quarterly results may fluctuate significantly depending on a number of factors including store openings, adverse weather conditions, shifts in the timing of certain holidays and promotional events and customer response to the Company's seasonal merchandise mix.

    The Company's unaudited quarterly operating results for each quarter of fiscal 2000 and 1999 are presented in Note 9 of the Consolidated Financial Statements.

Inflation

    The Company does not believe that inflation has had a material effect on the results of operations during the past three fiscal years.

Year 2000 Issue

    The year 2000 issue is primarily the result of computer programs using a two-digit format, rather than four, to define the applicable year.

16

    The Company has noticed no impact to its operations as a result of transition to the year 2000. However, problems relating to the year 2000 issue could still arise, although the Company does not believe that the year 2000 issue will have a material adverse effect on its financial condition or results of operations. The Company's beliefs, however, are based on certain assumptions and expectations that ultimately may prove to be inaccurate, including the year 2000 viability of sourcing countries and compliance of third-party vendors and suppliers. A substantial, extended disruption in merchandise supply resulting from year 2000 problems could have a material adverse effect on the Company's financial condition and results of operations.

    In March 1999, the Company installed new year 2000 compliant software packages. These software packages and related hardware improvements, which the Company previously planned to install irrespective of any year 2000 considerations, cost approximately $1.3 million, of which approximately $50,000 was expensed and the remainder was capitalized.

Forward Looking Information

    Information contained in this Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, which can be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "plan", "anticipate", "estimate" or "continue" or the negative thereof or other variations thereon or comparable terminology. There are certain important factors that could cause results to differ materially from those anticipated by some of these forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty. The factors, among others, that could cause actual results to differ materially include: consumers' spending and debt levels; the Company's ability to execute its business plan; the Company's ability to open new stores on favorable terms and the timing of such store openings; the acceptance of the Company's merchandising strategies by its target customers; the ability of the Company to anticipate marketing trends and consumer needs; the execution by management and acceptance by consumers of the Company's C.J. Banks concept; the loss of one or more of the Company's key executives; continuity of a relationship with or purchases from major vendors, particularly those from whom the Company imports merchandise; competitive pressures on sales and pricing; increases in other costs which cannot be recovered through improved pricing of merchandise; and the adverse effect of weather conditions from time to time on consumers' ability or desire to purchase new clothing. The Company currently purchases most of its import merchandise using letters of credit denominated in U.S. dollars, primarily from suppliers in countries whose currency is pegged to the U.S. dollar. Therefore, the Company does not expect foreign currency fluctuations to materially affect its business. However, to the extent the Company begins purchasing larger amounts of merchandise from other countries, currency fluctuations could affect the Company's business.

17

ITEM 7a.
QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT MARKET RISK

    Not applicable.

ITEM 8.
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	Page
Index to Financial Statements	18
Financial Statements:
Report of Independent Accountants	19
Consolidated Balance Sheet at February 26, 2000 and February 27, 1999	20
Consolidated Statement of Operations for the three years ended February 26, 2000	21
Consolidated Statement of Stockholders' Equity for the three years ended February 26, 2000	22
Consolidated Statement of Cash Flows for the three years ended February 26, 2000	23
Notes to Consolidated Financial Statements	24

18

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of Braun's Fashions Corporation

    In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Braun's Fashions Corporation and its subsidiary at February 26, 2000 and February 27, 1999, and the results of their operations and their cash flows for each of the three years in the period ended February 26, 2000 in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 31, 2000

19

BRAUN'S FASHIONS CORPORATION

CONSOLIDATED BALANCE SHEET

	February 26, 2000			February 27, 1999
ASSETS
Current assets:
Cash and cash equivalents	$	22,685,876		$	12,587,719
Accounts receivable		1,170,927			1,397,502
Merchandise inventory		11,421,417			10,799,046
Prepaid expenses		1,314,733			547,947
Current deferred tax asset		697,907			275,493
Total current assets		37,290,860			25,607,707
Equipment and improvements:
Leasehold improvements		15,064,062			11,600,657
Furniture and fixtures		12,528,835			9,312,599
Other equipment		4,812,266			4,445,331
Construction in progress		2,758,476			864,714
		35,163,639			26,223,301
Less accumulated depreciation and amortization		15,382,964			13,268,337
Net equipment and improvements		19,780,675			12,954,964
Other assets:
Long-term deferred tax asset		1,629,813			1,468,101
Other		17,296			28,844
Total other assets		1,647,109			1,496,945
Total assets	$	58,718,644		$	40,059,616
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	2,650,116		$	2,893,317
Accrued salaries, wages and related expenses		5,360,259			2,236,876
Other accrued liabilities		4,829,966			3,234,935
Current maturities of long-term debt		169,410			271,592
Income taxes payable		2,180,804			546,936
Total current liabilities		15,190,555			9,183,656
Long-term obligations:
Long-term debt		5,053,359			5,073,604
Accrued rent obligation		1,089,899			1,072,590
Total long-term obligations		6,143,258			6,146,194
Stockholders' equity:
Preferred stock—$0.01 par value, 1,000,000 shares authorized, none outstanding		—			—
Common stock—$0.01 par value, 14,000,000 shares authorized, 6,748,636 and 6,524,642 shares issued and outstanding in 2000 and 1999, respectively		73,007			70,767
Additional paid-in capital		30,568,219			29,281,059
Retained earnings (accumulated deficit)		10,088,048			(1,447,099	)
		40,729,274			27,904,727
Common stock held in treasury, 552,000 shares at cost		(2,999,961	)		(2,999,961	)
Common stock subscriptions receivable		(344,482	)		(175,000	)
Total stockholders' equity		37,384,831			24,729,766
Total liabilities and stockholders' equity	$	58,718,644		$	40,059,616

See accompanying notes to consolidated financial statements.

20

BRAUN'S FASHIONS CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

	Fiscal year ended
	February 26, 2000		February 27, 1999		February 28, 1998
Net sales	$	143,401,667	$	110,142,393	$	99,535,773
Cost of sales:
Merchandise, buying and occupancy		87,864,540		71,488,228		65,110,994
Gross profit		55,537,127		38,654,165		34,424,779
Selling, general and administrative		33,305,746		25,621,024		23,390,027
Depreciation and amortization		3,387,070		2,678,987		2,533,282
Nonrecurring expense		—		—		775,451
Operating income		18,844,311		10,354,154		7,726,019
Interest, net		47,324		282,508		690,589
Income before income taxes		18,796,987		10,071,646		7,035,430
Income tax provision		7,261,840		3,879,875		2,749,971
Net income before extraordinary gain		11,535,147		6,191,771		4,285,459
Extraordinary gain		—		35,396		115,872
Net income	$	11,535,147	$	6,227,167	$	4,401,331
Basic earnings per common share:
Net income before extraordinary gain	$	1.75	$	0.91	$	0.64
Extraordinary gain		—		0.00		0.01
Net income	$	1.75	$	0.91	$	0.65
Basic shares outstanding		6,608,000		6,812,220		6,723,179
Diluted earnings per common share:
Net income before extraordinary gain	$	1.64	$	0.86	$	0.59
Extraordinary gain		—		0.01		0.02
Net income	$	1.64	$	0.87	$	0.61
Diluted shares outstanding		7,032,364		7,160,754		7,218,723

See accompanying notes to consolidated financial statements.

21

BRAUN'S FASHIONS CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

	Common Stock							Retained Earnings (Accumulated Deficit)						Common Stock Subscriptions Receivable
					Additional Paid-in Capital						Common Stock Held In Treasury
	Shares		Amount														Total
March 1, 1997	4,432,588		$	44,326	$	27,604,043		$	(12,075,597	)	$	—		$	—		$	15,572,772
Stock issued on exercise of options	90,805			908		300,507			—			—			—			301,415
Tax benefit on exercise of stock options	—			—		165,349			—			—			—			165,349
Accelerated vesting of stock options	—			—		518,451			—			—			—			518,451
Net income	—			—		—			4,401,331			—			—			4,401,331
February 28, 1998	4,523,393			45,234		28,588,350			(7,674,266	)		—			—			20,959,318
Stock issued on exercise of options	194,368			1,944		611,260			—			—			—			613,204
Tax benefit on exercise of stock options	—			—		105,038			—			—			—			105,038
Common stock subscriptions receivable	—			—		—			—			—			(175,000	)		(175,000	)
Acquisition of common stock held in treasury, at cost	(368,000	)		—		—			—			(2,999,961	)		—			(2,999,961	)
Net income	—			—		—			6,227,167			—			—			6,227,167
February 27, 1999	4,349,761			47,178		29,304,648			(1,447,099	)		(2,999,961	)		(175,000	)		24,729,766
Three-for-two stock split	2,174,881			23,589		(23,589	)		—			—			—			—
February 27, 1999, split adjusted	6,524,642			70,767		29,281,059			(1,447,099	)		(2,999,961	)		(175,000	)		24,729,766
Stock issued on exercise of options	223,994			2,240		942,258			—			—			—			944,498
Tax benefit on exercise of stock options	—			—		344,902			—			—			—			344,902
Common stock subscriptions receivable	—			—		—			—			—			(169,482	)		(169,482	)
Net income	—			—		—			11,535,147			—			—			11,535,147
February 26, 2000	6,748,636		$	73,007	$	30,568,219		$	10,088,048		$	(2,999,961	)	$	(344,482	)	$	37,384,831

See accompanying notes to consolidated financial statements.

22

BRAUN'S FASHIONS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

	Fiscal year ended
	February 26, 2000			February 27, 1999			February 28, 1998
Cash flows from operating activities:
Net income	$	11,535,147		$	6,227,167		$	4,401,331
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,387,070			2,678,987			2,533,282
Accelerated vesting of stock options		—			—			518,451
Extraordinary gain from early extinguishment of debt		—			(57,090	)		(186,890	)
(Increase) decrease in deferred tax assets		(584,126	)		(6,235	)		260,744
(Gain) loss on disposal of property and equipment		91,373			57,134			(5,810	)
Increase in accrued rent obligation		17,309			55,034			121,303
Changes in operating assets and liabilities:
Increase in merchandise inventory, prepaid expenses, receivables and other		(1,151,034	)		(712,147	)		(1,991,667	)
Increase in accounts payable and accrued liabilities		4,475,213			236,675			1,242,958
Increase in income taxes payable		1,633,868			359,954			1,057,480
Net cash provided by operating activities		19,404,820			8,839,479			7,951,182
Cash flows from investing activities:
Purchase of equipment and improvements		(10,382,954	)		(4,811,730	)		(2,720,178	)
Proceeds from sale of furniture and fixtures		78,800			63,699			34,949
Net cash used in investing activities		(10,304,154	)		(4,748,031	)		(2,685,229	)
Cash flows from financing activities:
Principal payments on debt agreements		(271,592	)		(5,120,428	)		(1,090,754	)
Interest on 12% Senior Notes added to principal		149,165			224,979			292,760
Exercise of stock options and related income tax benefit		1,289,400			718,242			466,764
Common stock subscriptions receivable		(169,482	)		(175,000	)		—
Acquisition of common stock held in treasury, at cost		—			(2,999,961	)		—
Net cash provided by (used in) financing activities		997,491			(7,352,168	)		(331,230	)
Net increase (decrease) in cash and cash equivalents		10,098,157			(3,260,720	)		4,934,723
Cash and cash equivalents at beginning of year		12,587,719			15,848,439			10,913,716
Cash and cash equivalents at end of year	$	22,685,876		$	12,587,719		$	15,848,439
Supplemental cash flow information:
Interest paid during the year	$	482,188		$	821,831		$	958,627
Income taxes paid during the year	$	5,842,468		$	3,442,812		$	1,276,893

See accompanying notes to consolidated financial statements.

23

BRAUN'S FASHIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

    Braun's Fashions Corporation ("BFC"), through its wholly-owned subsidiary, Braun's Fashions, Inc. ("BFI") (collectively referred to as the "Company"), operates retail specialty stores selling women's apparel, primarily in the northern half of the United States. The Company operated 223, 195 and 179 stores at the end of fiscal 2000, 1999 and 1998, respectively.

Fiscal year and basis of presentation

    The Company's fiscal year ends on the Saturday nearest February 28. The fiscal years ended February 26, 2000, February 27, 1999 and February 28, 1998 consisted of 52 weeks each. The consolidated financial statements include the accounts of BFC and its wholly-owned subsidiary, BFI. All significant intercompany accounts have been eliminated in consolidation.

Cash and cash equivalents

    Cash and cash equivalents consist of cash on hand and on deposit, and investments purchased with an original maturity of three months or less.

Merchandise inventories

    Merchandise inventories are stated at the lower of cost or market. Cost is determined using the first-in, first-out retail inventory method.

Inventory markdowns

    Permanent markdowns are recorded to reflect expected adjustments to retail prices in accordance with the retail inventory method. Permanent markdowns are recorded monthly on the basis of an evaluation of inventory by merchandising management. In the Company's judgement, all markdowns necessary to record inventory at the lower of cost or market under the retail inventory method have been provided for all periods presented.

Equipment and improvements

    Equipment and improvements are stated at cost. Equipment is depreciated over its estimated useful life and improvements are amortized over the term of the related leases. Repairs and maintenance which do not extend an asset's useful life are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is reflected in income for that period. The Company evaluates its long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards No. 121 ("SFAS No. 121"), "Accounting for Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of." This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. As of February 26, 2000, the Company has determined that no adjustment to the financial statements is necessary under SFAS No. 121.

24

Rent expense

    Many of the Company's lease agreements for retail space include escalation clauses in minimum base rent. The Company recognizes minimum base rent expense in equal annual amounts over the term of the lease.

Advertising

    The Company expenses advertising costs as incurred. Advertising costs for the fiscal years ended 2000, 1999 and 1998 were $392,000, $645,000 and $671,000, respectively.

Fair value of financial instruments

    The Company's financial instruments consist of cash, receivables and payables for which current carrying amounts approximate fair market value. Additionally, interest rates on outstanding debt are at rates which approximate market rates for debt with similar terms and maturities.

Stock based employee compensation

    The Company has elected to recognize compensation cost for its stock based compensation plans in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". Generally, no compensation expense is recognized for stock options with exercise prices equal to the market value of the underlying shares of stock at the date of grant. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation".

Income taxes

    Income taxes are provided following the provisions of Statement of Financial Accounting Standards No. 109 ("SFAS No. 109"), "Accounting for Income Taxes." Under the provisions of SFAS No. 109, deferred tax assets and liabilities result from the expected future tax consequences of differences between the carrying value and the tax basis of assets and liabilities.

Net income per common share

    The Company has adopted the provisions of Statement of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128"). Under SFAS No. 128, basic earnings per share ("EPS") is computed based on the weighted average number of shares of common stock outstanding during the applicable periods while diluted EPS is computed based on the weighted average number of shares of common and common equivalent shares (dilutive stock options) outstanding. EPS for all periods presented reflect the adoption of SFAS No. 128.

25

    The following is a reconciliation of the number of shares (denominator) and per share amounts used in the basic and diluted EPS computations:

	Basic EPS	Effect of Dilutive Stock Options		Diluted EPS
Fiscal 2000
Shares	6,608,000	424,364		7,032,364
Per share amount	$1.75	$(0.11	)	$1.64
Fiscal 1999
Shares	6,812,220	348,534		7,160,754
Per share amount before extraordinary gain	$0.91	$(0.05	)	$0.86
Per share amount including extraordinary gain	$0.91	$(0.04	)	$0.87
Fiscal 1998
Shares	6,723,179	495,544		7,218,723
Per share amount before extraordinary gain	$0.64	$(0.05	)	$0.59
Per share amount including extraordinary gain	$0.65	$(0.04	)	$0.61

Use of estimates

    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during a reporting period. As a result, actual results could differ because of the use of these estimates and assumptions.

Comprehensive income (loss)

    There were no other comprehensive income (loss) items in the years ended February 26, 2000, February 27, 1999 and February 28, 1998.

NOTE 2—LONG-TERM DEBT

    In January 1997, the Company issued $10,300,200 of debt in the form of 12% Senior Notes (the "Senior Notes") due January 2005. The Senior Notes were issued pursuant to an Indenture dated as of December 2, 1996. The principal amount of the Senior Notes bears interest at the rate of 12% per annum. Interest at the rate of 9% per annum on the outstanding principal amount is paid monthly. Interest at the rate of 3% per annum on the outstanding principal amount is accrued monthly and upon accrual is treated as principal for all purposes, including without limitation, the calculation of all interest payments due thereafter, and is payable in full on January 1, 2005.

    The Senior Notes are general unsecured senior obligations of the Company. The Indenture for the Senior Notes (the "Indenture") contains certain covenants which, among other things, limit the ability of the Company to incur liens and additional indebtedness. As of February 26, 2000, the most recent measurement date, the Company was in compliance with all covenants of the Indenture. In November 1998, the Company received consent from the holders of a majority, by principal face amount of its

26

Senior Notes, to eliminate a restrictive covenant under the Indenture which, among other things, prohibited the Company from repurchasing its equity securities and paying dividends.

    During fiscal 1999 and 1998, the Company purchased $4,676,000 and $1,033,000 principal face amount of its Senior Notes, respectively, at a discount from par. The purchases resulted in extraordinary gains of $35,396 and $115,872, net of tax, in 1999 and 1998, respectively. All of the January 1, 1999 to January 1, 2004 annual mandatory redemption requirements were satisfied by the purchases, leaving no additional mandatory payments due until maturity on January 1, 2005.

    In March 1999, the Company entered into an Amended and Restated Revolving Credit and Security Agreement with Norwest Bank Minnesota, National Association (the Norwest Revolver"). The Norwest Revolver will expire on June 30, 2002 and replaced the Company's previous credit agreement with Norwest Bank. The Norwest Revolver provides the Company with revolving credit loans and letters of credit up to $12 million, subject to a borrowing base formula tied to inventory levels.

    Loans under the Norwest Revolver bear interest at Norwest's base rate, 8³/4% as of February 26, 2000, plus ¹/4%. Interest is payable monthly in arrears. The Norwest Revolver carries a facility fee of ¹/4% based on the unused portion of the Norwest Revolver as defined in the agreement. This facility is secured by substantially all of the Company's assets. The borrowing base at February 26, 2000, was $8.7 million. As of February 26, 2000, the Company had no borrowings and outstanding letters of credit in the amount of $5.4 million under the Norwest Revolver. Accordingly, the availability of revolving credit loans under the Norwest Revolver was $3.3 million at that date.

    The Norwest Revolver contains certain restrictive covenants, including restrictions on incurring additional indebtedness, limitations on certain types of investments and prohibitions on paying dividends. The Norwest Revolver also requires the Company to maintain certain financial ratios. As of February 26, 2000, the most recent measurement date, the Company was in compliance with all covenants of the Norwest Revolver.

Outstanding long-term debt consists of the following:

	February 26, 2000		February 27, 1999
12% Senior Notes due 2005	$	5,053,359	$	4,904,194
Obligation under capital lease		169,410		441,002
		5,222,769		5,345,196
Less:
Current maturities of capital lease obligation		169,410		271,592
Long-term debt	$	5,053,359	$	5,073,604

NOTE 3—STOCKHOLDERS' EQUITY

    In November 1999, the Company's Board of Directors approved a 3-for-2 stock split in the form of a stock dividend on the Company's outstanding common stock. The stock dividend was distributed on December 14, 1999 to stockholders of record as of November 30, 1999. Share and per share data for all periods presented, except in the Consolidated Statement of Stockholders' Equity, have been restated to reflect this stock dividend.

27

NOTE 4—STOCK OPTION PLANS

    Under various plans, the Company may grant options to purchase common stock to employees and non-employee members of its Board of Directors at a price not less than 100% of the fair market value of the Company's common stock on the option grant date. In general, the options vest over zero to five years and are exercisable up to 10 years from the date of grant.

    During fiscal 1998, compensation expense of $518,000 was recognized relating to the accelerated vesting of 249,000 options in connection with the implementation of the Company's management succession plan. The compensation expense was calculated as the difference between the exercise price and the fair market value of the Company's common stock on the date on which the vesting of options was accelerated.

    The Company has elected to recognize compensation cost for its stock based compensation plans in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". Generally, no compensation expense is recognized for stock options with exercise prices equal to the market value of the underlying shares of stock at the date of grant. The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 ("SFAS No. 123"), "Accounting for Stock-Based Compensation." If compensation cost for these plans had been determined based on the fair value methodology prescribed by SFAS No. 123, the Company's net earnings and earnings per share in fiscal 2000, 1999 and 1998 would have been reduced to the pro forma amounts indicated below.

	2000		1999		1998
Net income—as reported	$	11,535,147	$	6,227,167	$	4,401,331
Net income—pro forma	$	10,972,648	$	5,814,836	$	4,239,092
Net income per diluted share—as reported	$	1.64	$	0.87	$	0.61
Net income per diluted share—pro forma	$	1.56	$	0.81	$	0.59

    The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The model was developed for use in estimating the fair value of traded options which have no vesting registration and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

    The following weighted-average assumptions were used for grants in fiscal 2000, 1999 and 1998:

	2000	1999	1998
Dividend yield	0.00%	0.00%	0.00%
Expected volatility	53.28%	53.76%	56.56%
Risk-free interest rate	4.71% - 5.41%	5.47%	5.99% - 6.11%
Expected lives	3.74 Years	4.31 Years	4.31 Years

28

     The following summarizes stock option transactions:

	Fiscal Year Ended
	February 26, 2000				February 27, 1999				February 28, 1998
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding, beginning of period	995,790		$	5.35	839,292		$	3.28	779,100		$	2.17
Granted	204,000			12.29	457,500			7.13	262,500			5.83
Exercised	(223,994	)		4.22	(291,552	)		2.10	(126,208	)		2.10
Cancelled	—			—	(9,450	)		5.25	(76,100	)		2.75
Outstanding, end of period	975,796		$	7.06	995,790		$	5.35	839,292		$	3.28
Exercisable, end of period	338,048		$	4.95	235,601		$	3.45	306,752		$	2.14
Available for grant, end of period	507,000				373,500				450,000
Weighted average fair value of options granted			$	12.29			$	7.13			$	5.83

     The following summarizes stock options outstanding and options exercisable at February 26, 2000:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise price		Number Exercisable	Weighted Average Exercise Price
$1.33-$4.00	177,798	6.36	$	2.07	156,548	$	2.17
$4.01-$5.83	161,498	7.36		5.80	60,000		5.75
$5.84-$7.13	441,500	8.11		7.11	91,500		7.13
$7.14-$12.00	120,000	8.09		9.62	30,000		11.25
$12.01-$17.25	75,000	9.87		17.25	—		—
	975,796	7.80	$	7.06	338,048	$	4.95

29

NOTE 5—INCOME TAXES

    The provision for income taxes for the fiscal years ended February 26, 2000, February 27, 1999 and February 28, 1998, consisted of:

	2000			1999			1998
Current
Federal	$	6,520,966		$	3,186,110		$	2,389,227
State		1,325,000			700,000			100,000
Current tax expense		7,845,966			3,886,110			2,489,227
Deferred		(584,126	)		(6,235	)		260,744
Provision for income tax	$	7,261,840		$	3,879,875		$	2,749,971

    The Company's effective income tax rate for fiscal years ended February 26, 2000, February 27, 1999 and February 28, 1998, differs from the federal income tax rate as follows:

	2000		1999		1998
Federal income tax at statutory rate	35.0	%	34.0	%	34.0	%
State income tax (net of federal benefit)	4.6		4.6		0.9
Accelerated vesting of stock options	—		—		2.0
Other	(1.0	)	(0.1	)	2.2
	38.6	%	38.5	%	39.1	%

    The net deferred tax assets included in the consolidated balance sheet as of February 26, 2000 and February 27, 1999 are as follows:

	February 26, 2000		February 27, 1999
Vacation accrual	$	256,520	$	198,878
Reward certificate accrual		175,000		34,000
Inventory and other		266,387		42,615
Current deferred tax assets		697,907		275,493
Depreciation and amortization		934,874		818,182
Accrued rent obligation		381,465		364,680
Interest on Senior notes added to principal		161,835		106,495
Other		151,639		178,744
Long-term deferred tax assets		1,629,813		1,468,101
Total deferred tax assets	$	2,327,720	$	1,743,594

    Deferred income tax assets represent potential future income tax benefits. Realization of these assets is ultimately dependent upon future taxable income.

30

NOTE 6—EMPLOYEE BENEFIT PLANS

    The Company has established a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code for the benefit of all employees who meet certain eligibility requirements, primarily age and length of service. The plan allows eligible employees to invest from 1% to 16% of their compensation. Effective March 1, 1999, the Company amended the plan to allow for fixed quarterly Company matching contributions of 50% of the first 3% of the participants pre-tax contributions and 25% of the next 3% of the participants pre-tax contributions. In fiscal 1999 and fiscal 1998, the Company approved discretionary matching contributions of 25% of the first 6% of the participants pre-tax contributions. Company contributions for the fiscal years ended February 26, 2000, February 27, 1999 and February 28, 1998 were $134,708, $67,362 and $55,954, respectively.

    The Company does not offer any other post-retirement, post-employment or pension benefits to directors or employees.

NOTE 7—LEASE COMMITMENTS

    The Company leases each of its store locations, its office and warehouse facility, computer equipment, and vehicles. All of these leases are accounted for as operating leases. The store lease terms, including rental period, renewal options, escalation clauses and rent as a percentage of sales, vary among the leases. Most store leases require the Company to pay real estate taxes and common area maintenance charges.

    Total rental expense for all leases was as follows:

	Fiscal year ended
	February 26, 2000		February 27, 1999		February 28, 1998
Minimum rent	$	7,686,749	$	5,655,384	$	4,726,654
Contingent rent—based on a percentage of sales		1,625,059		1,824,926		2,109,262
Maintenance, taxes and other		4,444,393		3,267,663		2,667,097
	$	13,756,201	$	10,747,973	$	9,503,013

    In addition, the Company leases its point-of-sale ("POS") registers. This lease agreement has been capitalized at the present value of the future minimum lease payments.

    The Company leases its office and warehouse facility under an agreement which expires on June 14, 2005. The Company is required to pay property taxes, insurance, utilities and other operating costs of the facility.

    The Company subleases 80,000 square feet of warehouse space in its distribution center to a third party under an agreement which commenced October 1, 1997. Under the agreement, the Company received minimum rent of $14,667 per month from October 1, 1997 through August 31, 1998 and $21,667 per month from September 1, 1998 to August 31, 1999; and will receive $24,667 per month from September 1, 1999 to August 31, 2000. The subtenant has agreed to extend the lease for two options periods. Rent for the first three year option period will be $26,667 per month. Rent for the second option period of one year and nine months will be $30,000 per month. The subtenant is also required to reimburse the Company for property taxes, utilities and other operating costs of the subleased portion of the facility.

31

    Under a second sublease effective September 1, 1997 and expiring on May 31, 2005, the Company subleases 33,000 square feet of warehouse and office space to a third party. Under the agreement the Company will receive annual minimum rent of $132,000. The subtenant is also required to reimburse the Company for property taxes, utilities and other operating costs of the subleased portion of the facility. Under the sublease, the Company has the right to terminate the agreement upon six months written notice at anytime on or before February 1, 2002.

    Future minimum rental commitments for all leases are as follows:

	Capital Lease		Operating Leases
	POS register equipment		Retail store facilities		Office/ warehouse facilities		Vehicles/ Other		Total
Fiscal Year
2001	$	174,255	$	8,759,149	$	253,676	$	111,920	$	9,124,745
2002		—		8,675,643		241,674		69,555		8,986,872
2003		—		8,195,499		268,791		—		8,464,290
2004		—		7,434,378		275,910		—		7,710,288
2005		—		6,576,202		255,912		—		6,832,114
Thereafter		—		24,478,848		105,635		—		24,584,483
Total minimum lease payments		174,255	$	64,119,719	$	1,401,598	$	181,475	$	65,702,792
Less: Amount representing interest		4,845
Present value of minimum capital lease payments		169,410
Less: Current maturities		169,410
Obligation under capital lease, less current maturities	$	—

NOTE 8—NONRECURRING EXPENSE

    In February 1998, the Company completed the implementation of its management succession plan. As part of the management succession plan, the Company incurred a one-time, pre-tax expense of $775,000, or $0.09 per diluted share. This charge was primarily non-cash, reflecting the accelerated vesting of previously issued stock options.

32

NOTE 9—QUARTERLY FINANCIAL DATA (UNAUDITED):

(In thousands, except per share data)

	Fiscal 2000 Quarters
	1st		2nd		3rd		4th
Net sales(1)	$	29,206	$	29,207	$	39,804	$	45,185
Gross profit	$	10,336	$	9,601	$	15,681	$	19,919
Operating income	$	2,502	$	1,430	$	6,460	$	8,452
Net income	$	1,520	$	837	$	3,920	$	5,258
Basic per share data:(2)
Net income	$	0.23	$	0.13	$	0.59	$	0.78
Diluted per share data:(2)
Net income	$	0.23	$	0.12	$	0.55	$	0.72
Market price—high(3)	$	7.833	$	12.333	$	14.500	$	22.000
—low(3)	$	5.042	$	7.250	$	9.625	$	13.667

	Fiscal 1999 Quarters
	1st		2nd		3rd		4th
Net sales(1)	$	25,003	$	22,942	$	30,826	$	31,371
Gross profit	$	8,673	$	7,554	$	11,453	$	10,974
Operating income	$	1,855	$	917	$	4,342	$	3,240
Net income before extraordinary gain	$	1,078	$	504	$	2,641	$	1,969
Extraordinary gain(4)	$	—	$	—	$	35	$	—
Net income	$	1,078	$	504	$	2,676	$	1,969
Basic per share data:(2)
Net income before extraordinary gain	$	0.16	$	0.07	$	0.37	$	0.30
Extraordinary gain(4)		—		—		0.01		—
Net income	$	0.16	$	0.07	$	0.38	$	0.30
Diluted per share data:(2)
Net income before extraordinary gain	$	0.15	$	0.07	$	0.36	$	0.28
Extraordinary gain(4)		—		—		0.01		—
Net income	$	0.15	$	0.07	$	0.37	$	0.28
Market price—high(3)	$	9.083	$	9.500	$	6.417	$	6.333
—low(3)	$	7.042	$	5.750	$	4.667	$	5.083

(1)

The Company's quarterly net sales show seasonal variation, as sales in the third and fourth quarters, which include the fall and holiday seasons, generally have been higher than sales in the first and second quarters.

(2)

The summation of quarterly per share data may not equate to the calculation for the full fiscal year as quarterly calculations are performed on a discrete basis.

33

(3)

The market prices presented above represent the quarterly high and low sales prices of the Company's common stock.

(4)

In fiscal 1999, the Company recorded an extraordinary gain of $35,000 on the purchase at a discount from par of $4,676,000 principal face amount of 12% Senior Notes due 2005.

NOTE 10—RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

    Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"), effective in fiscal 1999, established standards of disclosure and financial statement display for reporting total comprehensive income and the individual components thereof. The adoption of SFAS No. 130 had no impact on the Company's financial position or results of operations for the years ended February 26, 2000 and February 27, 1999.

    Statement of Financial Accounting Standards No. 131, "Disclosures About Segments of an Enterprise and Related Information" ("SFAS No. 131"), effective in fiscal 1999, established new standards for determining reportable segments and for disclosing information regarding each such segment. Management believes that the Company has reportable operations in only one segment.

    Statement of Financial Accounting Standards No 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS No. 133"), effective for fiscal years beginning after June 15, 1999, establishes standards for the recognition and measurement of derivatives and hedging activities. The Company does not currently engage in these types of risk management or investment activities. Therefore, SFAS No. 133 is not anticipated to have any impact on the Company's financial position or results of operations.

    The SEC released Staff Accounting Bulletin No. 101, "Revenue Recognition" ("SAB No. 101"), in December 1999, which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements. SAB No. 101 had no impact on the Company's financial position or results of operations for the years ended February 26, 2000, February 27, 1999 and February 28, 1998.

34

ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

    There are no matters which are required to be reported under Item 9.

PART III

ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The information regarding the Company's directors required by Item 10 is incorporated herein by reference to the section entitled, "Item 1—Election of Directors," in the Company's proxy statement for its 2000 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the Company's fiscal year ended February 26, 2000. Information regarding the Company's executive officers required by Item 10 is included in Part I of this Annual Report on Form 10-K as permitted by General Instruction G(3) to Form 10-K. Information required by this Item concerning compliance with Section 16(a) of the Securities Act of 1934 is included in the proxy statement under the section entitled "Security Ownership of Certain Beneficial Owners and Management," and such information is incorporated herein by reference.

ITEM 11.
EXECUTIVE COMPENSATION

    The information required by Item 11 is incorporated herein by reference to the section entitled "Compensation of Executive Officers and Directors" in the Company's proxy statement for its 2000 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the Company's fiscal year ended February 26, 2000.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information required by Item 12 is incorporated herein by reference to the section entitled "Security Ownership of Certain Beneficial Owners and Management" in the Company's proxy statement for its 2000 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulations 14A within 120 days of the Company's fiscal year ended February 26, 2000.

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    The information required by Item 13 is incorporated herein by reference to the section entitled "Certain Relationships and Related Transactions" in the Company's proxy statement for its 2000 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the Company's fiscal year ended February 26, 2000.

35

PART IV

ITEM 14.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)

The following documents are filed as a part of this Report:

		Page
(1)	Financial Statements:
	Report of Independent Accountants	19
	Consolidated Balance Sheet	20
	Consolidated Statement of Operations	21
	Consolidated Statement of Stockholders' Equity	22
	Consolidated Statement of Cash Flows	23
	Notes to Consolidated Financial Statements	24
(2)	Financial Statement Schedules:
	All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(3)	Exhibits

Exhibits		Sequential Page No.
†3.1	Restated Certificate of Incorporation of the Company
†3.2	By-Laws of the Company, as amended
†3.3	Articles of Incorporation of BFI
†3.4	By-laws of BFI
†10.1	1987 Stock Incentive Plan
†10.2	Amendment No. 1 to 1987 Stock Incentive Plan
†10.3	Amendment No. 2 to 1987 Stock Incentive Plan
†10.4	1992 Director Stock Option Plan
†10.5	Braun's Fashions, Inc. Retirement Savings Plan
†10.9	Sublease Agreement by and between Westburne Supply, Inc., United Westburne, Inc. and Braun's Fashions, Inc., dated February 16, 1994
†10.10	Side Agreement between Braun's Fashions, Inc., Westburne Supply, Inc. and United Westburne, Inc. regarding moving expenses dated February 16, 1994
†10.11	Tax Sharing Agreement between Braun's Fashions Corporation and Braun's Fashions, Inc.
†10.12	Registrant's press release dated July 2, 1996 relating to the filing of the Registrant's plan of reorganization.
†10.13	Second Amended Plan of Reorganization dated October 22, 1996 (the Plan of Reorganization").
†10.14	Motion to Approve Technical Amendment to the Plan of Reorganization dated November 19, 1996.
†10.15	Amended and Restated Revolving Credit and Security Agreement dated as of March 15, 1999 between Norwest Bank Minnesota, National Association and Braun's Fashions, Inc. and Braun's Fashions Corporation

36

†10.16	Indenture dated as of December 2, 1996 by and among Braun's Fashions Corporation, Braun's Fashions, Inc. and Schroder Bank &Trust Company.
†10.17	1997 Stock Incentive Plan
†10.18	Management Succession and Separation Agreement by and between Braun's Fashions Corporation and Nicholas H. Cook dated as of February 26, 1998
†10.19	Management Succession and Separation Agreement by and between Braun's Fashions Corporation and Herbert D. Froemming dated as of February 26, 1998
†10.20	Executive Employment Agreement, dated March 1, 1998, between Braun's Fashions Corporation and William J. Prange.
†10.21	Executive Employment Agreement, dated March 1, 1998, between Braun's Fashions Corporation and Joseph E. Pennington.
†10.22	Executive Employment Agreement, dated March 1, 1998, between Braun's Fashions Corporation and Ralph C. Neal.
†10.23	First Supplemental Indenture dated as of November 9, 1998
†10.24	Amendment No. 1 to 1997 Stock Incentive Plan.
†10.25	1998 Director Stock Option Plan
†10.26	Certificate of Amendment of the Company's restated Certificate of Incorporation dated as of August 16, 1999
†10.27	First Amendment to Amended and Restated Revolving Credit and Security Agreement dated as of September 17, 1999
†10.28	Second Amendment to the Company's 1997 Stock Incentive Plan dated as of July 28, 1999
†10.29	Braun's Fashions Corporation 1999 Execution Loan Program dated as of July 28, 1999
*10.30	Executive Employment Agreement, dated March 1, 2000, between Braun's Fashions Corporation and William J. Prange
*10.31	Executive Employment Agreement, dated March 1, 2000, between Braun's Fashions Corporation and Joseph E. Pennington
*10.32	Executive Employment Agreement, dated January 1, 2000, between Braun's Fashions Corporation and Tammy Leomazzi Boyd
*10.33	Executive Severance Agreement with Respect to Change of Control, dated March 1, 2000, between Braun's Fashions Corporation and Andrew K. Moller
†22.1	Subsidiaries of Company
*23.1	Consent of Independent Accountants
*27	Financial Data Schedule (submitted for SEC use only)

†

Previously filed

*

Filed with this report

(b) Reports on Form 8-K

    The Company did not file any reports on Form 8-K during the fourth quarter of the fiscal year ended February 26, 2000.

37

SIGNATURES

    Pursuant to the requirements of Section 13 or 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 on May 19, 2000.

BRAUN'S FASHIONS CORPORATION
By:	/s/ WILLIAM J. PRANGE William J. Prange Chairman and Chief Executive Officer

    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 and on the dates indicated.

Signature	Title	Date
/s/ WILLIAM J. PRANGE William J. Prange	Chairman and Chief Executive Officer (Principal Executive Officer)	May 19, 2000
/s/ JOSEPH E. PENNINGTON Joseph E. Pennington	President and Chief Operating Officer and Director	May 19, 2000
/s/ ANDREW K. MOLLER Andrew K. Moller	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 19, 2000
/s/ NICHOLAS H. COOK Nicholas H. Cook	Director	May 19, 2000
/s/ MARC C. OSTROW Marc C. Ostrow	Director	May 19, 2000
/s/ JAMES J. FULD, JR. James J. Fuld, Jr.	Director	May 19, 2000
/s/ DONALD D. BEELER Donald D. Beeler	Director	May 19, 2000
/s/ LARRY C. BARENBAUM Larry C. Barenbaum	Director	May 19, 2000
/s/ ANNE L. JONES Anne L. Jones	Director	May 19, 2000

38

QuickLinks

BRAUN'S FASHIONS CORPORATION 2000 FORM 10-K ANNUAL REPORT TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 4a. EXECUTIVE OFFICERS OF THE REGISTRANT
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
SIGNATURES

EX-10.30

                                                               EXHIBIT NO. 10.30

                            EXECUTIVE EMPLOYMENT AGREEMENT
                                       BETWEEN
                             BRAUNS FASHIONS CORPORATION
                                         AND
                                  WILLIAM J. PRANGE


     THIS AGREEMENT is effective as of March 1, 2000, by and between Brauns
Fashions Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (the "Corporation") and William J. Prange
("Executive").

                                      BACKGROUND

     The Executive presently serves in an executive capacity with the
Corporation pursuant to an Executive Employment Agreement dated as of March 1,
1998 (the "Prior Agreement").  The Executive and the Corporation desire to
terminate and replace the Prior Agreement in full with this Agreement.

                                      ARTICLE 1
                                      EMPLOYMENT

     1.1  The Corporation hereby employs Executive, and Executive agrees to work
for the Corporation as Chief Executive Officer, and to perform such related
duties as are assigned to him from time to time by the Board of Directors of the
Corporation.


                                      ARTICLE 2
                                         TERM

     2.1  The term of this Agreement shall be for a period three (3) years
commencing the date of this Agreement, unless sooner terminated as hereinafter
provided.  The Agreement shall thereafter continue in effect from year to year
unless either party provides ninety (90) days written notice of  termination.

                                      ARTICLE 3
                                        DUTIES

     3.1  Executive agrees, unless otherwise specifically authorized by the
Board of Directors of the Corporation, to devote his full time and effort to the
best of his abilities to his duties for the profit, benefit and advantage of the
business of the Corporation.  Executive shall report directly to the Board of
Directors.



                                      ARTICLE 4
                              COMPENSATION AND BENEFITS

     4.1  The Corporation agrees to pay Executive an annual base salary as
follows:


                       ------------------------------------------
                       YEAR ENDING FEBRUARY 28,       BASE SALARY
                       ------------------------------------------
                                 2001                  $400,000
                       ------------------------------------------
                                 2002                  $450,000
                       ------------------------------------------
                                 2003                  $500,000
                       ------------------------------------------

The increase in the base salary for the years ending February 28, 2002 and 2003
is contingent upon the Corporation achieving a "Pre-Tax Profit" for each year
greater than (i) the Pre-Tax Profit for the Corporation's fiscal year ended
February 28, 2000 and (ii) the Pre-Tax Profit for the Corporation's prior fiscal
year.  In the event such conditions are not met, the Executive's base salary
shall remain unchanged for the following year.  For purposes of this paragraph,
"Pre-Tax Profit" shall be calculated in accordance with generally accepted
accounting principles.  The annual base salary shall be payable at those
intervals as the Corporation shall pay other executives.  After February 28,
2003, the annual base salary shall be reviewed annually and increases, if any,
shall be awarded to Executive by the Board of Directors in its sole discretion,
but such base compensation shall not be reduced from that of the prior year.

     4.2  Subject to the terms and conditions of such plans and programs, the
Executive shall be entitled to participate in the various employee benefit plans
and programs applicable to senior executives of the Corporation, including but
not limited to medical, life and other benefits as well as vacations, which
shall be at such times as reasonably determined by the Board of Directors of the
Corporation.

     4.3  The Executive shall be eligible to receive a bonus in accordance with
the Corporation's bonus plans as in effect and approved by the Board of
Directors from time to time.

     4.4   The Corporation shall pay to the Executive a car allowance of
$1,000.00 per month.

                                      ARTICLE 5
                                      INSURANCE

     5.1   The Corporation, at its own expense, shall provide life insurance
coverage on the Executive's life.  The death benefit shall be in the amount of
$1,000,000, which will consist of one-half split life insurance and one-half
term insurance.  The death benefit shall be payable to the

                                          2


Executive's designated beneficiary.  The Executive shall have full discretion to
name the beneficiary of the portion of the insurance provided for benefit of the
Executive.  The Corporation shall have the right at its own expense and for its
own benefit to purchase additional insurance on the Executive's life, and the
Executive shall cooperate by providing necessary information, submitting to
required medical examinations, and otherwise complying with the insurance
carrier's requirements.

     5.2   The Executive shall be entitled to disability insurance in line with
the present policy of the Corporation, to be provided at the expense of the
Corporation.


                                      ARTICLE 6
                                     DEFINITIONS

     6.1  "Cause" shall mean (i) any fraud, misappropriation or embezzlement by
Executive in connection with the business of the Corporation, (ii) any
conviction of a felony or a gross misdemeanor by Executive that has or can
reasonably be expected to have a detrimental effect on the Corporation, (iii)
any gross neglect or persistent neglect by Executive to perform the duties
assigned to him hereunder or any other act that can be reasonably expected to
cause substantial economic or reputational injury to the Corporation or (iv) any
material breach of Sections 7 or 8 of this Agreement, provided that the
existence of such neglect or material breach shall be determined by the written
agreement of the majority of the directors.  If Executive is a member of the
Board of Directors, he shall not vote on any such determination of "Cause," nor
shall he be counted for purposes of determining a majority of the directors.
Provided further that in connection with an event described in Section 6.1(iii)
above, Executive shall first have received a written notice from the Corporation
which sets forth in reasonable detail the manner in which Executive has grossly
or persistently neglected his duties and Executive shall have a period of ten
(10) days to cure the same, but the Corporation shall not be required to give
written notice of, nor shall Executive have a period to cure, the same or any
similar gross or persistent neglect or material breach which the Corporation has
previously given written notice to Executive hereunder and Executive has cured
such neglect or breach.

     6.2  A "Change of Control" shall be deemed to have occurred if (i) there
shall be consummated (A) any consolidation or merger in which the Corporation is
not the continuing or surviving corporation or pursuant to which shares of the
Corporation's common stock would be converted into cash, securities or other
property, other than a consolidation or a merger having the same proportionate
ownership of common stock of the surviving corporation immediately after the
consolidation or merger or (B) any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions other than in the ordinary
course of business of the Corporation) of all, or substantially all, of the
assets of the Corporation to any corporation, person or other entity which is
not a direct or indirect wholly-owned subsidiary of the Corporation, or (ii) any
person, group, corporation or other entity (collectively, "Persons") shall
acquire beneficial ownership (as determined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and rules and regulations
promulgated hereunder) of 50% or more of the Corporation's outstanding common
stock.

                                          3


     6.3  "Confidential Information" means any information that is not generally
known, including trade secrets, outside the Corporation and that is proprietary
to the Corporation, relating to any phase of the Corporation's existing or
reasonably foreseeable business which is disclosed to Executive during
Executive's employment by the Corporation including information conceived,
discovered or developed by Executive.  Confidential Information includes, but is
not limited to, business plans; financial statements and projections; operating
forms (including contracts) and procedures; payroll and personnel records;
marketing materials and plans; proposals; supplier information; customer
information; software codes and computer programs; customer lists; project
lists; project files; training manuals; policies and procedures manuals; health
and safety manuals; target lists for new stores and information relating to
potential new store locations; price information and cost information;
administrative techniques or documents or information that is designated by the
Corporation as "Confidential" or similarly designated.

     6.4  A "Competitor" means any person or organization which is a women's
specialty apparel retailer whose operations compete with more than twenty
percent (20%) of the Corporation's regular store locations or twenty percent
(20%) of the Corporation's "Large Size" store locations as existing on the date
of termination of Executive.  Irrespective of the foregoing sentence, companies
which are deemed Competitors shall include Paul Harris Stores, Inc., Kohls
Department Stores, Maurices (a division of Amcena), Catherine's Stores, Cato,
Talbot's, The Limited (including subsidiaries), Dress Barn, United Retail and
Charming Shoppes.


                                      ARTICLE 7
                          NONCOMPETITION AND NONSOLICITATION

     7.1  During Executive's employment, Executive will not plan, organize or
engage in any business competitive with any product or service marketed or
planned for marketing by the Corporation or conspire with others to do so.

     7.2  For a period of one year after termination of Executive's employment
with the Corporation, Executive will not, without the written permission of the
Corporation, (i) directly or indirectly engage in activities with a Competitor
or (ii) own (whether as a shareholder, partner or otherwise, other than as a 5%
or less shareholder of a publicly held company), or (iii) be connected as an
officer, director, advisor, consultant or employee of or participate in the
management of any Competitor.

     7.3  For a period of two years after termination of Executive's employment
with the Corporation,  Executive will not solicit, entice, or induce (or attempt
to do so, directly or indirectly), any employee of the Corporation to be
employed by any other party.

                                          4


                                      ARTICLE 8
                     CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS

     8.1  Unless authorized in writing by the Corporation, Executive will not
directly or indirectly divulge, either during or after the term of his
employment, or until such information becomes generally known, to any person not
authorized by the Corporation to receive or use it any Confidential Information
for any purpose whatsoever.

     8.2  All documents or other tangible property relating in any way to the
business of the Corporation which are conceived by Executive or come into his
possession during his employment shall be and remain the exclusive property of
the Corporation and Executive agrees to return all such documents and tangible
property to the Corporation upon termination of his employment, or at such
earlier time as the Corporation may request of Executive.


                                      ARTICLE 9
                                JUDICIAL CONSTRUCTION

     9.1  Executive believes and acknowledges that the provisions contained in
this Agreement, including the covenants contained in Articles 7 and 8 of this
Agreement, are fair and reasonable.  Nonetheless, it is agreed that if a court
finds any of these provisions to be invalid in whole or in part under the laws
of any state, such finding shall not invalidate the covenants, nor the Agreement
in its entirety, but rather the covenants shall be construed and/or bluelined,
reformed or rewritten by the court as if the most restrictive covenants
permissible under applicable law were contained herein.


                                      ARTICLE 10
                              RIGHT TO INJUNCTIVE RELIEF

     10.1 Executive acknowledges that a breach by the Executive of any of the
terms of Articles 7 and 8 of this Agreement will render irreparable harm to the
Corporation.  Accordingly, the Corporation shall therefore be entitled to any
and all equitable relief, including, but not limited to, injunctive relief, and
to any other remedy that may be available under any applicable law or agreement
between the parties, and to recover from the Executive all costs of litigation
including, but not limited to, attorneys' fees and court costs.


                                      ARTICLE 11
                                  CHANGE OF CONTROL

     11.1 If a Change of Control shall occur during the term of this Agreement,
all unvested rights to purchase stock under outstanding stock options held by
Executive shall vest immediately

                                          5


for the benefit of the Executive and the Board of Directors will use its
reasonable efforts to register such shares under the Securities Act of 1933, as
amended, if necessary.

     11.2 If a Change of Control shall occur, the Executive shall be entitled to
receive from the Corporation or its successor the full base salary of Executive
under this Agreement for one (1) year in one cash installment.  This payment
shall be made by the Corporation within ten (10) business days of consummating
the terms and conditions of the transaction which give rise to the Change of
Control.


                                      ARTICLE 12
                  TERMINATION (OTHER THAN FROM A CHANGE IN CONTROL)

     12.1 The Corporation may terminate the employment of the Executive at any
time without cause by written notice of termination of employment to Executive.
In the event that the Corporation terminates the employment of the Executive by
delivering notice in accordance with the preceding sentence, the Executive shall
receive as severance his base salary and benefits pursuant to Section 4 (except
bonus) from the date of termination until the later to occur of (i) March 1,
2003 or (ii) twelve (12) months from the date of the notice of termination;
PROVIDED, HOWEVER, if the Executive shall secure other employment or a
consulting position, the preceding severance amounts payable to the Executive by
the Corporation shall be offset and reduced by such other cash compensation the
Executive earns through such other employment or consulting arrangements through
March 1, 2003.  Notwithstanding the foregoing, upon termination, Executive shall
no longer be eligible under any of the Corporation's bonus plans.

     12.2 The Corporation may terminate the Executive's employment at any time
for Cause and at such time all compensation and benefits provided to Executive
under this Agreement shall immediately cease, subject to applicable employment
laws and regulations.

     12.3 This Agreement will terminate upon Executive's death or upon
Executive's disability that prevents him from performing his duties under this
Agreement for a continuous period of six months or for periods aggregating nine
months in any eighteen (18) month period.


                                      ARTICLE 13
                                      ASSIGNMENT

     13.1 The Corporation shall not have the right to assign this Agreement to
its successors or assigns without the written consent of the Executive;
provided, however, the Corporation shall have the right to assign this Agreement
to any subsidiary, and all covenants or agreements hereunder shall inure to the
benefit of and be enforceable by or against its successors or assigns.

                                          6


     13.2 The terms "successors" and "assigns" shall include any corporation
which buys all or substantially all of the Corporation's assets, or a
controlling portion of its stock, or with which it merges or consolidates.


                                      ARTICLE 14
                       FAILURE TO DEMAND PERFORMANCE AND WAIVER

     14.1 The Corporation's failure to demand strict performance and compliance
with any part of this Agreement during the Executive's employment shall not be
deemed to be a waiver of the Corporation's rights under this Agreement or by
this operation of law.  Any waiver by either party of a breach of can any
provision of this Agreement shall not operate as or be construed as a waiver of
any subsequent breach thereof.


                                      ARTICLE 15
                                   ENTIRE AGREEMENT

     15.1 The Corporation and Executive acknowledge that this Agreement contains
the full and complete agreement between and among the parties, that there are no
oral or implied agreements or other modifications not specifically set forth
herein, and that this Agreement supersedes any prior agreements or
understandings, if any, between the Corporation and Executive, whether written
or oral.  In particular, this Agreement supercedes and replaces in full the
Prior Agreement.  The parties further agree that no modifications of this
Agreement may be made except by means of a written agreement or memorandum
signed by the parties.


                                      ARTICLE 16
                                    GOVERNING LAW

     16.1 The parties acknowledge that the Corporation's principal place of
business is located in the State of Minnesota.  The parties hereby agree that
this Agreement shall be construed in accordance with the internal laws of the
State of Minnesota without regard to the conflict of laws thereof.


                                     * * * * * *

                                          7


     IN WITNESS WHEREOF, the Corporation has hereunto signed its name and the
Executive hereunder has signed his name, all as of the day and year first above
written.

                                   BRAUNS FASHIONS CORPORATION


/s/ Andrew Moller                  By:     /s/ Joseph Pennington
- -------------------------             ------------------------------------------
Witness                                 Its:  President
                                            ------------------------------------

                                   EXECUTIVE



/s/ Andrew Moller                    /s/ William J. Prange
- -------------------------          ---------------------------------------------
Witness                            William J. Prange



                                          8

EX-10.31

                                                               EXHIBIT NO. 10.31

                            EXECUTIVE EMPLOYMENT AGREEMENT
                                       BETWEEN
                             BRAUNS FASHIONS CORPORATION
                                         AND
                                  JOSEPH PENNINGTON


     THIS AGREEMENT is effective as of March 1, 2000, by and between Brauns
Fashions Corporation, a corporation duly organized and existing under the laws
of the State of Delaware (the "Corporation") and Joseph Pennington
("Executive").

                                     BACKGROUND

     The Executive presently serves in an executive capacity with the
Corporation pursuant to an Executive Employment Agreement dated as of March 1,
1998 (the "Prior Agreement").  The Executive and the Corporation desire to
terminate and replace the Prior Agreement in full with this Agreement.

                                      ARTICLE 1
                                      EMPLOYMENT

     1.1  The Corporation hereby employs Executive, and Executive agrees to work
for the Corporation as President and Chief Operating Officer, and to perform
such related duties as are assigned to him from time to time by the Board of
Directors of the Corporation.


                                      ARTICLE 2
                                         TERM

     2.1  The term of this Agreement shall be for a period three (3) years
commencing the date of this Agreement, unless sooner terminated as hereinafter
provided.  The Agreement shall thereafter continue in effect from year to year
unless either party provides ninety (90) days written notice of  termination.


                                      ARTICLE 3
                                        DUTIES

     3.1  Executive agrees, unless otherwise specifically authorized by the
Board of Directors of the Corporation, to devote his full time and effort to the
best of his abilities to his duties for the profit, benefit and advantage of the
business of the Corporation.  Executive shall report directly to the Chief
Executive Officer.



                                      ARTICLE 4
                              COMPENSATION AND BENEFITS

     4.1  The Corporation agrees to pay Executive an annual base salary as
follows:


                      --------------------------------------------
                      YEAR ENDING FEBRUARY 28,         BASE SALARY
                      --------------------------------------------
                                 2001                   $260,000
                      --------------------------------------------
                                 2002                   $290,000
                      --------------------------------------------
                                 2003                   $325,000
                      --------------------------------------------

The increase in the base salary for the years ending February 28, 2002 and 2003
is contingent upon the Corporation achieving a "Pre-Tax Profit" for each year
greater than (i) the Pre-Tax Profit for the Corporation's fiscal year ended
February 28, 2000 and (ii) the Pre-Tax Profit for the Corporation's prior fiscal
year.  In the event such conditions are not met, the Executive's base salary
shall remain unchanged for the following year.  For purposes of this paragraph,
"Pre-Tax Profit" shall be calculated in accordance with generally accepted
accounting principles.  The annual base salary shall be payable at those
intervals as the Corporation shall pay other executives.  After February 28,
2003, the annual base salary shall be reviewed annually and increases, if any,
shall be awarded to Executive by the Board of Directors in its sole discretion,
but such base compensation shall not be reduced from that of the prior year.

     4.2  Subject to the terms and conditions of such plans and programs, the
Executive shall be entitled to participate in the various employee benefit plans
and programs applicable to senior executives of the Corporation, including but
not limited to medical, life and other benefits as well as vacations, which
shall be at such times as reasonably determined by the Board of Directors of the
Corporation.

     4.3  The Executive shall be eligible to receive a bonus in accordance with
the Corporation's bonus plans as in effect and approved by the Board of
Directors from time to time.

     4.4  The Corporation shall pay to the Executive a car allowance of
$1,000.00 per month.

                                          2


                                      ARTICLE 5
                                      INSURANCE

     5.1   The Corporation, at its own expense, shall provide life insurance
coverage on the Executive's life.  The death benefit shall be in the amount of
$600,000, in the form of term insurance.  The death benefit shall be payable to
the Executive's designated beneficiary.  The Executive shall have full
discretion to name the beneficiary of the portion of the insurance provided for
benefit of the Executive.  The Corporation shall have the right at its own
expense and for its own benefit to purchase additional insurance on the
Executive's life, and the Executive shall cooperate by providing necessary
information, submitting to required medical examinations, and otherwise
complying with the insurance carrier's requirements.

     5.2   The Executive shall be entitled to disability insurance in line with
the present policy of the Corporation, to be provided at the expense of the
Corporation.


                                      ARTICLE 6
                                     DEFINITIONS

     6.1  "Cause" shall mean (i) any fraud, misappropriation or embezzlement by
Executive in connection with the business of the Corporation, (ii) any
conviction of a felony or a gross misdemeanor by Executive that has or can
reasonably be expected to have a detrimental effect on the Corporation, (iii)
any gross neglect or persistent neglect by Executive to perform the duties
assigned to him hereunder or any other act that can be reasonably expected to
cause substantial economic or reputational injury to the Corporation or (iv) any
material breach of Sections 7 or 8 of this Agreement, provided that the
existence of such neglect or material breach shall be determined by the written
agreement of the majority of the directors.  If Executive is a member of the
Board of Directors, he shall not vote on any such determination of "Cause," nor
shall he be counted for purposes of determining a majority of the directors.
Provided further that in connection with an event described in Section 6.1(iii)
above, Executive shall first have received a written notice from the Corporation
which sets forth in reasonable detail the manner in which Executive has grossly
or persistently neglected his duties and Executive shall have a period of ten
(10) days to cure the same, but the Corporation shall not be required to give
written notice of, nor shall Executive have a period to cure, the same or any
similar gross or persistent neglect or material breach which the Corporation has
previously given written notice to Executive hereunder and Executive has cured
such neglect or breach.

     6.2  A "Change of Control" shall be deemed to have occurred if (i) there
shall be consummated (A) any consolidation or merger in which the Corporation is
not the continuing or surviving corporation or pursuant to which shares of the
Corporation's common stock would be converted into cash, securities or other
property, other than a consolidation or a merger having the same proportionate
ownership of common stock of the surviving corporation immediately after the

                                          3


consolidation or merger or (B) any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions other than in the ordinary
course of business of the Corporation) of all, or substantially all, of the
assets of the Corporation to any corporation, person or other entity which is
not a direct or indirect wholly-owned subsidiary of the Corporation, or (ii) any
person, group, corporation or other entity (collectively, "Persons") shall
acquire beneficial ownership (as determined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and rules and regulations
promulgated hereunder) of 50% or more of the Corporation's outstanding common
stock.

     6.3  "Confidential Information" means any information that is not generally
known, including trade secrets, outside the Corporation and that is proprietary
to the Corporation, relating to any phase of the Corporation's existing or
reasonably foreseeable business which is disclosed to Executive during
Executive's employment by the Corporation including information conceived,
discovered or developed by Executive.  Confidential Information includes, but is
not limited to, business plans; financial statements and projections; operating
forms (including contracts) and procedures; payroll and personnel records;
marketing materials and plans; proposals; supplier information; customer
information; software codes and computer programs; customer lists; project
lists; project files; training manuals; policies and procedures manuals; health
and safety manuals; target lists for new stores and information relating to
potential new store locations; price information and cost information;
administrative techniques or documents or information that is designated by the
Corporation as "Confidential" or similarly designated.

     6.4  A "Competitor" means any person or organization which is a women's
specialty apparel retailer whose operations compete with more than twenty
percent (20%) of the Corporation's regular store locations or twenty percent
(20%) of the Corporation's "Large Size" store locations as existing on the date
of termination of Executive.  Irrespective of the foregoing sentence, companies
which are deemed Competitors shall include Paul Harris Stores, Inc., Kohls
Department Stores, Maurices (a division of Amcena), Catherine's Stores, Cato,
Talbot's, The Limited (including subsidiaries), Dress Barn, United Retail and
Charming Shoppes.


                                      ARTICLE 7
                          NONCOMPETITION AND NONSOLICITATION

     7.1  During Executive's employment, Executive will not plan, organize or
engage in any business competitive with any product or service marketed or
planned for marketing by the Corporation or conspire with others to do so.

     7.2  For a period of one year after termination of Executive's employment
with the Corporation, Executive will not, without the written permission of the
Corporation, (i) directly or indirectly engage in activities with a Competitor
or (ii) own (whether as a shareholder, partner or otherwise, other than as a 5%
or less shareholder of a publicly held company), or (iii) be connected as an
officer, director, advisor, consultant or employee of or participate in the
management of any Competitor.

                                          4


     7.3  For a period of two years after termination of Executive's employment
with the Corporation,  Executive will not solicit, entice, or induce (or attempt
to do so, directly or indirectly), any employee of the Corporation to be
employed by any other party.


                                      ARTICLE 8
                     CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS

     8.1  Unless authorized in writing by the Corporation, Executive will not
directly or indirectly divulge, either during or after the term of his
employment, or until such information becomes generally known, to any person not
authorized by the Corporation to receive or use it any Confidential Information
for any purpose whatsoever.

     8.2  All documents or other tangible property relating in any way to the
business of the Corporation which are conceived by Executive or come into his
possession during his employment shall be and remain the exclusive property of
the Corporation and Executive agrees to return all such documents and tangible
property to the Corporation upon termination of his employment, or at such
earlier time as the Corporation may request of Executive.


                                      ARTICLE 9
                                JUDICIAL CONSTRUCTION

     9.1  Executive believes and acknowledges that the provisions contained in
this Agreement, including the covenants contained in Articles 7 and 8 of this
Agreement, are fair and reasonable.  Nonetheless, it is agreed that if a court
finds any of these provisions to be invalid in whole or in part under the laws
of any state, such finding shall not invalidate the covenants, nor the Agreement
in its entirety, but rather the covenants shall be construed and/or bluelined,
reformed or rewritten by the court as if the most restrictive covenants
permissible under applicable law were contained herein.


                                      ARTICLE 10
                              RIGHT TO INJUNCTIVE RELIEF

     10.1 Executive acknowledges that a breach by the Executive of any of the
terms of Articles 7 and 8 of this Agreement will render irreparable harm to the
Corporation.  Accordingly, the Corporation shall therefore be entitled to any
and all equitable relief, including, but not limited to, injunctive relief, and
to any other remedy that may be available under any applicable law or agreement
between the parties, and to recover from the Executive all costs of litigation
including, but not limited to, attorneys' fees and court costs.

                                          5


                                      ARTICLE 11
                                  CHANGE OF CONTROL

     11.1 If a Change of Control shall occur during the term of this Agreement,
all unvested rights to purchase stock under outstanding stock options held by
Executive shall vest immediately for the benefit of the Executive and the Board
of Directors will use its reasonable efforts to register such shares under the
Securities Act of 1933, as amended, if necessary.

     11.2 If a Change of Control shall occur, the Executive shall be entitled to
receive from the Corporation or its successor the full base salary of Executive
under this Agreement for one (1) year in one cash installment.  This payment
shall be made by the Corporation within ten (10) business days of consummating
the terms and conditions of the transaction which give rise to the Change of
Control.


                                      ARTICLE 12
                  TERMINATION (OTHER THAN FROM A CHANGE IN CONTROL)

     12.1 The Corporation may terminate the employment of the Executive at any
time without cause by written notice of termination of employment to Executive.
In the event that the Corporation terminates the employment of the Executive by
delivering notice in accordance with the preceding sentence, the Executive shall
receive as severance his base salary and benefits pursuant to Section 4 (except
bonus) from the date of termination until the later to occur of (i) March 1,
2003 or (ii) twelve (12) months from the date of the notice of termination;
PROVIDED, HOWEVER, if the Executive shall secure other employment or a
consulting position, the preceding severance amounts payable to the Executive by
the Corporation shall be offset and reduced by such other cash compensation the
Executive earns through such other employment or consulting arrangements through
March 1, 2003.  Notwithstanding the foregoing, upon termination, Executive shall
no longer be eligible under any of the Corporation's bonus plans.

     12.2 The Corporation may terminate the Executive's employment at any time
for Cause and at such time all compensation and benefits provided to Executive
under this Agreement shall immediately cease, subject to applicable employment
laws and regulations.

     12.3 This Agreement will terminate upon Executive's death or upon
Executive's disability that prevents him from performing his duties under this
Agreement for a continuous period of six months or for periods aggregating nine
months in any eighteen (18) month period.


                                      ARTICLE 13
                                      ASSIGNMENT

                                          6


     13.1 The Corporation shall not have the right to assign this Agreement to
its successors or assigns without the written consent of the Executive;
provided, however, the Corporation shall have the right to assign this Agreement
to any subsidiary, and all covenants or agreements hereunder shall inure to the
benefit of and be enforceable by or against its successors or assigns.

     13.2 The terms "successors" and "assigns" shall include any corporation
which buys all or substantially all of the Corporation's assets, or a
controlling portion of its stock, or with which it merges or consolidates.


                                      ARTICLE 14
                       FAILURE TO DEMAND PERFORMANCE AND WAIVER

     14.1 The Corporation's failure to demand strict performance and compliance
with any part of this Agreement during the Executive's employment shall not be
deemed to be a waiver of the Corporation's rights under this Agreement or by
this operation of law.  Any waiver by either party of a breach of can any
provision of this Agreement shall not operate as or be construed as a waiver of
any subsequent breach thereof.


                                      ARTICLE 15
                                   ENTIRE AGREEMENT

     15.1 The Corporation and Executive acknowledge that this Agreement contains
the full and complete agreement between and among the parties, that there are no
oral or implied agreements or other modifications not specifically set forth
herein, and that this Agreement supersedes any prior agreements or
understandings, if any, between the Corporation and Executive, whether written
or oral.  In particular, this Agreement supercedes and replaces in full the
Prior Agreement.  The parties further agree that no modifications of this
Agreement may be made except by means of a written agreement or memorandum
signed by the parties.


                                      ARTICLE 16
                                    GOVERNING LAW

     16.1 The parties acknowledge that the Corporation's principal place of
business is located in the State of Minnesota.  The parties hereby agree that
this Agreement shall be construed in accordance with the internal laws of the
State of Minnesota without regard to the conflict of laws thereof.



                                 * * * * * * * * * *

                                          7


     IN WITNESS WHEREOF, the Corporation has hereunto signed its name and the
Executive hereunder has signed his name, all as of the day and year first above
written.

                                   BRAUNS FASHIONS CORPORATION


/s/ Andrew Moller                  By:  William J. Prange
- -------------------------             ------------------------------------------
Witness                                 Its:  CEO
                                            ------------------------------------

                                   EXECUTIVE



/s/ Andrew Moller                    /s/ Joseph Pennington
- --------------------------         ---------------------------------------------
Witness                            Joseph Pennington


                                          8

EX-10.32

                                                               EXHIBIT NO. 10.32

                            EXECUTIVE EMPLOYMENT AGREEMENT
                                       BETWEEN
                             BRAUNS FASHIONS CORPORATION
                                         AND
                                 TAMMY LEOMAZZI BOYD


     THIS AGREEMENT is made and entered into this __ day of December, 1999, by
and between Brauns Fashions Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (the "Corporation") and Tammy
Leomazzi Boyd ("Executive").


                                      ARTICLE 1
                                      EMPLOYMENT

     1.1  The Corporation hereby employs Executive, and Executive agrees to work
for the Corporation as President and Director of the Corporation's Large Size
Division, and to perform such related duties as are assigned to her from time to
time by the Chief Executive Officer of the Corporation.  The Corporation shall
not assign duties to Executive inconsistent with the foregoing position.


                                      ARTICLE 2
                                         TERM

     2.1  The term of this Agreement shall be for a period of two (2) years
commencing January 1, 2000, unless sooner terminated as hereinafter provided.
The Agreement shall thereafter continue in effect from year to year unless
either party provides ninety (90) days written notice of  termination prior to
the anniversary date.


                                      ARTICLE 3
                                        DUTIES

     3.1  Executive agrees, unless otherwise specifically authorized by the
Chief Executive Officer of the Corporation, to devote her full time and effort
to the best of her abilities to her duties for the profit, benefit and advantage
of the business of the Corporation.  Executive shall report directly to the
Chief Executive Officer of the Corporation.

                                          1


     3.2  Executive shall, in her position as President and Director of the
Corporation's Large Size Division, be responsible for management of, and have
authority for, all day-to-day operations of the division, including, without
limitation, those matters set forth on Exhibit A attached hereto.


                                      ARTICLE 4
                              COMPENSATION AND BENEFITS

     4.1  The Corporation agrees to pay Executive an annual base  salary of One
Hundred  Fifty Thousand Dollars ($150,000) payable at those intervals as the
Corporation shall pay other executives.  The base salary shall be reviewed
annually and appropriate increases, if any, shall be awarded to Executive by the
Board of Directors in its sole discretion, but such base compensation shall not
be reduced from that of the prior year.

     4.2  Subject to the terms and conditions of such plans and programs, the
Executive shall be entitled to participate in the various employee benefit plans
and programs applicable to senior executives of the Corporation, including but
not limited to medical, life and other benefits, which shall be at such times as
reasonably determined by the Board of Directors of the Company.

     4.3  Employee shall be entitled during each full calendar year in which
this Agreement remains in effect to four (4) weeks of paid vacation time, and a
pro rata portion thereof for any partial calendar year.  Any vacation time not
used during any such calendar year may not be carried forward to any succeeding
calendar year and shall be forfeited.  Employee shall not be entitled to receive
any payment in cash for vacation time remaining unused at the end of any year.

     4.4  The Executive shall receive a one-time lump sum bonus of $10,000
payable on or before February 26, 2000.

     4.5  The Executive shall be eligible to receive a performance bonus.  The
bonus will be based upon the "4-wall operating profit" of the Division.  For the
2001 fiscal year, the Corporation will pay a minimum bonus to the Executive of
$50,000.  Bonus payments are paid within sixty (60) days of the Corporation's
fiscal year-end.  For purposes of this section, "4-wall operating profit" shall
mean the operating profit of all stores in the Large Size Division prior to the
allocation of general and administration expenses to the Large Size Division.
In the event of the Executive's death or a Change of Control resulting in a
termination, the bonus earned under this Section 4.5 shall be paid on a pro rata
basis.

     4.6   The Corporation shall pay to the Executive a car allowance of $500.00
per month.

     4.7  On the first date of employment, the Corporation shall grant to the
Executive a ten year option to purchase up to 75,000 shares of the Corporation's
common stock at an exercise price equal to the closing price for the shares of
common stock as quoted on The NASDAQ Market on such date.  The option will be
granted under the Corporation's 1997 Stock Incentive Plan (the "Plan") and it is

                                          2


intended that the option will qualify as an incentive stock option.  The option
will have terms and conditions customary to options granted under the Plan.  The
option will vest in equal installments over five years (15,000 each year,
commencing January 3, 2001).

                                      ARTICLE 5
                                     DEFINITIONS

     5.1  "Cause" shall mean (i) any fraud, misappropriation or embezzlement by
Executive in connection with the business of the Corporation, (ii) any
conviction of a felony or a gross misdemeanor by Executive that has or can
reasonably be expected to have a detrimental effect on the Corporation, (iii)
any gross neglect or persistent neglect by Executive to perform the duties
assigned to her hereunder (consistent with Section 1.1) or any other act that
can be reasonably expected to cause substantial economic or reputational injury
to the Company or (iv) any material breach of Sections 7 or 8 of this Agreement,
provided that the existence of such neglect or material breach shall be
determined by the written agreement of the majority of the directors.  Provided
further that in connection with an event described in Section 5.1(iii) above,
Executive shall first have received a written notice from the Corporation which
sets forth in reasonable detail the manner in which Executive has grossly or
persistently neglected her duties and Executive shall have a period of ten (10)
days to cure the same, but the Corporation shall not be required to give written
notice of, nor shall Executive have a period to cure, the same or any similar
gross or persistent neglect or material breach which the Corporation has
previously given written notice to Executive hereunder and Executive has cured
such neglect or breach.

     5.2  A "Change of Control" shall be deemed to have occurred if (i) there
shall be consummated (A) any consolidation or merger in which the Corporation is
not the continuing or surviving corporation or pursuant to which shares of the
Corporation's common stock would be converted into cash, securities or other
property, other than a consolidation or a merger having the same proportionate
ownership of common stock of the surviving corporation immediately after the
consolidation or merger or (B) any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions other than in the ordinary
course of business of the Corporation) of all, or substantially all, of the
assets of the Corporation to any corporation, person or other entity which is
not a direct or indirect wholly-owned subsidiary of the Corporation, or (ii) any
person, group, corporation or other entity (collectively, "Persons") shall
acquire beneficial ownership (as determined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and rules and regulations
promulgated hereunder) of 50% or more of the Corporation's outstanding common
stock.

     5.3  "Confidential Information" means any information that is not generally
known, including trade secrets, outside the Corporation and that is proprietary
to the Corporation, relating to any phase of the Corporation's existing or
reasonably foreseeable business which is disclosed to Executive during
Executive's employment by the Corporation including information conceived,
discovered or developed by Executive.  Confidential Information includes, but is
not limited to, business plans; financial statements and projections; operating
forms (including contracts) and procedures; payroll and personnel records;
marketing materials and plans; proposals; supplier

                                          3


information; customer information; software codes and computer programs;
customer lists; project lists; project files; training manuals; policies and
procedures manuals; health and safety manuals; target lists for new stores and
information relating to potential new store locations; price information and
cost information; administrative techniques or documents or information that is
designated by the Corporation as "Confidential" or similarly designated.

     5.4  A "Competitor" means any person or organization which is a women's
"plus size" specialty apparel retailer (which would not include department
stores).  Companies which are deemed Competitors shall include, but are not
limited to, Dress Barn, Charming Shoppes, Catherines, its divisions and United
Retail Group, Inc. and its divisions.


                                      ARTICLE 6
                          NONCOMPETITION AND NONSOLICITATION

     6.1  During Executive's employment, Executive will not plan, organize or
engage in any business competitive with any product or service marketed or
planned for marketing by the Corporation or conspire with others to do so.

     6.2  For a period of one year after termination of Executive's employment
with the Corporation, Executive will not, without the written permission of the
Corporation, (i) directly or indirectly engage in activities with a Competitor
or (ii) own (whether as a shareholder, partner or otherwise, other than as a 5%
or less shareholder) of a publicly held company which is a Competitor, or (iii)
be connected as an officer, director, advisor, consultant or employee of or
participate in the management of any Competitor.

     6.3  For a period of two years after termination of Executive's employment
with the Corporation,  Executive will not solicit, entice, or induce (or attempt
to do so, directly or indirectly), any employee of the Corporation to terminate
their employment with the Corporation.


                                      ARTICLE 7
                     CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS

     7.1  Unless authorized in writing by the Corporation, Executive will not
directly or indirectly divulge, either during or after the term of her
employment, or until such information becomes generally known, to any person not
authorized by the Corporation to receive or use it any Confidential Information
for any purpose whatsoever.

     7.2  All documents or other tangible property relating in any way to the
business of the Corporation which are conceived by Executive or come into her
possession during her employment shall be and remain the exclusive property of
the Corporation and Executive agrees to return all such

                                          4


documents and tangible property to the Corporation upon termination of her
employment, or at such earlier time as the Corporation may request of Executive.


                                      ARTICLE 8
                                JUDICIAL CONSTRUCTION

     8.1  Executive believes and acknowledges that the provisions contained in
this Agreement, including the covenants contained in Articles 6 and 7 of this
Agreement, are fair and reasonable.  Nonetheless, it is agreed that if a court
finds any of these provisions to be invalid in whole or in part under the laws
of any state, such finding shall not invalidate the covenants, nor the Agreement
in its entirety, but rather the covenants shall be construed and/or bluelined,
reformed or rewritten by the court as if the most restrictive covenants
permissible under applicable law were contained herein.  Furthermore, the
parties specifically acknowledge that the covenant not to compete and covenant
not to disclose confidential information, as set forth in Sections 6 and 7, are
separate and independent agreements.


                                      ARTICLE 9
                              RIGHT TO INJUNCTIVE RELIEF

     9.1  Executive acknowledges that a breach by the Executive of any of the
terms of Articles 6 and 7 of this Agreement will render irreparable harm to the
Corporation.  Accordingly, the Corporation shall therefore be entitled to any
and all equitable relief, including, but not limited to, injunctive relief, and
to any other remedy that may be available under any applicable law or agreement
between the parties.  The prevailing party in any such action pursuant to this
Section shall be entitled to all costs of litigation including, but not limited
to, attorneys' fees and court costs.


                                      ARTICLE 10
                                  CHANGE OF CONTROL

     10.1 If a Change of Control shall occur, the Executive shall be entitled to
receive from the Corporation or its successor the full base salary of Executive
under this Agreement for one (1) year in one cash installment.  This payment
shall be made by the Corporation within ten (10) business days of consummating
the terms and conditions of the transaction which give rise to the Change of
Control in which such employment was terminated.

     10.2 If a Change of Control shall occur during the term of this Agreement,
all unvested rights to purchase stock under outstanding stock options held by
Executive shall vest immediately for the benefit of the Executive and the Board
of Directors shall take such actions as may be necessary or desirable to effect
such vesting.

                                          5


                                      ARTICLE 11
                  TERMINATION (OTHER THAN FROM A CHANGE IN CONTROL)

     11.1 The Corporation may terminate the Executive's employment at any time
for Cause and at such time all compensation and benefits provided to Executive
under this Agreement shall immediately cease, subject to applicable employment
laws and regulations.

     11.2 In the event that the Corporation terminates the employment of the
Executive by delivering notice in accordance with Section 11.1, the Executive
shall receive as severance her salary and benefits pursuant to Section 4 (except
bonus) from the date of termination until the earlier to occur of (i) twelve
(12) months and (ii) the securing by the Executive of other employment paying an
annual salary and providing benefits at levels comparable to those set forth in
Section 4 of this Agreement, including without limitation, the engagement of the
Executive by any person(s) or individual or group of entities as a substantially
full-time consultant; PROVIDED, HOWEVER, that in the event that Executive shall
secure other employment or a substantially full time consulting position paying
salary and providing benefits significantly less than those provided for in
Section 4 of this Agreement, the Corporation shall during such twelve (12) month
period referred to above pay Executive the difference between her salary payable
under this Agreement, and the salary paid by her new employer (the "Salary
Continuation").  Notwithstanding the foregoing, upon termination, Executive
shall no longer be eligible under any of the Corporation's bonus plans.

     11.3 In the event the Corporation terminates the employment of the
Executive without Cause on or after the term of this Agreement, the Executive
shall be entitled to the Salary Continuation.  Notwithstanding the foregoing,
upon termination, Executive shall no longer be eligible under any of the
Corporation's bonus plans.

     11.4 This Agreement will terminate upon Executive's death or upon
Executive's disability that prevents her from performing her duties under this
Agreement for a continuous period of three months or for periods aggregating six
months in any eighteen (18) month period.


                                      ARTICLE 12
                                      ASSIGNMENT

     12.1 The Corporation shall not have the right to assign this Agreement to
its successors or assigns without the written consent of the Executive;
provided, however, the Corporation shall have the right to assign this Agreement
to any subsidiary, and all covenants or agreements hereunder shall inure to the
benefit of and be enforceable by or against its successors or assigns.

     12.2 The terms "successors" and "assigns" shall include any corporation
which buys all or substantially all of the Corporation's assets, or a
controlling portion of its stock, or with which it merges or consolidates.

                                          6


                                      ARTICLE 13
                       FAILURE TO DEMAND PERFORMANCE AND WAIVER

     13.1 The Corporation's failure to demand strict performance and compliance
with any part of this Agreement during the Executive's employment shall not be
deemed to be a waiver of the Corporation's rights under this Agreement or by
this operation of law.  Any waiver by either party of a breach of can any
provision of this Agreement shall not operate as or be construed as a waiver of
any subsequent breach thereof.


                                      ARTICLE 14
                                   ENTIRE AGREEMENT

     14.1 The Corporation and Executive acknowledge that this Agreement contains
the full and complete agreement between and among the parties, that there are no
oral or implied agreements or other modifications not specifically set forth
herein, and that this Agreement supersedes any prior agreements or
understandings, if any, between the Corporation and Executive, whether written
or oral.  The parties further agree that no modifications of this Agreement may
be made except by means of a written agreement or memorandum signed by the
parties.


                                      ARTICLE 15
                                    GOVERNING LAW

     15.1 The parties acknowledge that the Corporation's principal place of
business is located in the State of Minnesota.  The parties hereby agree that
this Agreement shall be construed in accordance with the internal laws of the
State of Minnesota without regard to the conflict of laws thereof.

                                 * * * * * * * * * *

                                          7


     IN WITNESS WHEREOF, the Corporation has hereunto signed its name and the
Executive hereunder has signed her name, all as of the day and year first above
written.


                                   BRAUNS FASHIONS CORPORATION



/s/ W. J. Prange                   By:  /s/ Joseph Pennington
- -------------------------             ---------------------------------------
Witness                                 Its:   President/CEO
                                            ---------------------------------



                                   EXECUTIVE



/s/ Joseph Pennington                /s/ Tammy Leomazzi Boyd
- -------------------------          ------------------------------------------
Witness                            Tammy Leomazzi Boyd


                                          8

EX-10.33

                                                               EXHIBIT NO. 10.33

                            EXECUTIVE SEVERANCE AGREEMENT
                          WITH RESPECT TO CHANGE OF CONTROL
                                       BETWEEN
                             BRAUNS FASHIONS CORPORATION
                                         AND
                                   ANDREW K. MOLLER


     THIS EXECUTIVE SEVERANCE AGREEMENT is effective as of March 1, 2000, by and
between Brauns Fashions Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (the "Corporation") and Andrew K. Moller
("Executive").


                                     ARTICLE 1
                                     EMPLOYMENT

     1.1  The Corporation hereby employs Executive, and Executive agrees to work
for the Corporation as Chief Financial Officer and to perform such related
duties as are assigned to him from time to time by the Chief Executive Officer
of the Corporation.  Executive's employment with the Company is "at will"
meaning that Executive or the Corporation will be entitled to terminate
Executive's employment at any time for any reason, with or without Cause (as
defined below).


                                     ARTICLE 2
                                    DEFINITIONS

     2.1  "Cause" shall mean (i) any fraud, misappropriation or embezzlement by
Executive in connection with the business of the Corporation, (ii) any
conviction of a felony or a gross misdemeanor by Executive that has or can
reasonably be expected to have a detrimental effect on the Corporation, (iii)
any gross neglect or persistent neglect by Executive to perform the duties
assigned to him hereunder or any other act that can be reasonably expected to
cause substantial economic or reputational injury to the Company or (iv) any
material breach of Section 3 of this Agreement, provided that the existence of
such neglect or material breach shall be determined by the written agreement of
the majority of the directors.  Provided further that in connection with an
event described in Section 2.1(iii) above, Executive shall first have received a
written notice from the Corporation which sets forth in reasonable detail the
manner in which Executive has grossly or persistently neglected his duties and
Executive shall have a period of ten (10) days to cure the same, but the
Corporation shall not be required to give written notice of, nor shall Executive
have a period to cure, the same or any similar gross or persistent neglect or
material breach which the Corporation has previously given written notice to
Executive hereunder and Executive has cured such neglect or breach.



     2.2  A "Change of Control" shall be deemed to have occurred if (i) there
shall be consummated (A) any consolidation or merger in which the Corporation is
not the continuing or surviving corporation or pursuant to which shares of the
Corporation's common stock would be converted into cash, securities or other
property, other than a consolidation or a merger having the same proportionate
ownership of common stock of the surviving corporation immediately after the
consolidation or merger or (B) any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions other than in the ordinary
course of business of the Corporation) of all, or substantially all, of the
assets of the Corporation to any corporation, person or other entity which is
not a direct or indirect wholly-owned subsidiary of the Corporation, or (ii) any
person, group, corporation or other entity (collectively, "Persons") shall
acquire beneficial ownership (as determined pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and rules and regulations
promulgated hereunder) of 50% or more of the Corporation's outstanding common
stock.

     2.3  "Confidential Information" means any information that is not generally
known, including trade secrets, outside the Corporation and that is proprietary
to the Corporation, relating to any phase of the Corporation's existing or
reasonably foreseeable business which is disclosed to Executive during
Executive's employment by the Corporation including information conceived,
discovered or developed by Executive.  Confidential Information includes, but is
not limited to, business plans; financial statements and projections; operating
forms (including contracts) and procedures; payroll and personnel records;
marketing materials and plans; proposals; supplier information; customer
information; software codes and computer programs; customer lists; project
lists; project files; training manuals; policies and procedures manuals; health
and safety manuals; target lists for new stores and information relating to
potential new store locations; price information and cost information;
administrative techniques or documents or information that is designated by the
Corporation as "Confidential" or similarly designated.


                                     ARTICLE 3
                    CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS

     3.1  Unless authorized in writing by the Corporation, Executive will not
directly or indirectly divulge, either during or after the term of his
employment, or until such information becomes generally known, to any person not
authorized by the Corporation to receive or use it any Confidential Information
for any purpose whatsoever.

     3.2  All documents or other tangible property relating in any way to the
business of the Corporation which are conceived by Executive or come into his
possession during his employment shall be and remain the exclusive property of
the Corporation and Executive agrees to return all such documents and tangible
property to the Corporation upon termination of his employment, or at such
earlier time as the Corporation may request of Executive.

                                          2


                                     ARTICLE 4
                                 CHANGE OF CONTROL

     4.1  If a Change of Control shall occur, the Executive shall be entitled to
receive from the Corporation or its successor the full base salary of Executive
under this Agreement for one (1) year in one cash installment.  This payment
shall be made by the Corporation within ten (10) business days of consummating
the terms and conditions of the transaction which give rise to the Change of
Control in which such employment was terminated.

     4.2  If a Change of Control shall occur during the term of this Agreement,
all unvested rights to purchase stock under outstanding stock options held by
Executive shall vest immediately for the benefit of the Executive and the Board
of Directors will use its reasonable efforts to register such shares under the
Securities Act of 1933, as amended, if necessary.

     4.3  If a Change of Control shall occur during the term of this Agreement,
Executive shall be entitled to twelve (12) months of continuation of health
insurance benefits.


                                     ARTICLE 5
                                "AT WILL" EMPLOYMENT

     5.1  The Corporation may terminate the Executive's employment at any time
and at such time all compensation and benefits provided to Executive under this
Agreement shall immediately cease, subject to applicable employment laws and
regulations.


                                     ARTICLE 6
                                     ASSIGNMENT

     6.1  The Corporation shall not have the right to assign this Agreement to
its successors or assigns without the written consent of the Executive;
provided, however, the Corporation shall have the right to assign this Agreement
to any subsidiary, and all covenants or agreements hereunder shall inure to the
benefit of and be enforceable by or against its successors or assigns.

     6.2  The terms "successors" and "assigns" shall include any corporation
which buys all or substantially all of the Corporation's assets, or a
controlling portion of its stock, or with which it merges or consolidates.

                                          3


                                     ARTICLE 7
                      FAILURE TO DEMAND PERFORMANCE AND WAIVER

     7.1  The Corporation's failure to demand strict performance and compliance
with any part of this Agreement during the Executive's employment shall not be
deemed to be a waiver of the Corporation's rights under this Agreement or by
this operation of law.  Any waiver by either party of a breach of any provision
of this Agreement shall not operate as or be construed as a waiver of any
subsequent breach thereof.


                                     ARTICLE 8
                                  ENTIRE AGREEMENT

     8.1  The Corporation and Executive acknowledge that this Agreement contains
the full and complete agreement between and among the parties, that there are no
oral or implied agreements or other modifications not specifically set forth
herein, and that this Agreement supersedes any prior agreements or
understandings, if any, between the Corporation and Executive, whether written
or oral.  The parties further agree that no modifications of this Agreement may
be made except by means of a written agreement or memorandum signed by the
parties.


                                     ARTICLE 9
                                   GOVERNING LAW

     9.1  The parties acknowledge that the Corporation's principal place of
business is located in the State of Minnesota.  The parties hereby agree that
this Agreement shall be construed in accordance with the internal laws of the
State of Minnesota without regard to the conflict of laws thereof.

                                 * * * * * * * * * *

                                          4


     IN WITNESS WHEREOF, the Corporation has hereunto signed its name and the
Executive hereunder has signed his name, all as of the day and year first above
written.


                                   BRAUNS FASHIONS CORPORATION



/s/ Joseph Pennington              By:     /s/ William J. Prange
- --------------------------            ------------------------------------------
Witness                                 Its:      CEO
                                               ---------------------------------

                                   EXECUTIVE



/s/ Joseph Pennington                 /s/ Andrew K. Moller
- ------------------------------     ---------------------------------------------
Witness                            Andrew K. Moller



                                          5

EX-23.1

                                                                EXHIBIT NO. 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (File Nos. 333-33446, 333-30554, 333-95553, 333-95109,
333-64085 and 333-64087) of Braun's Fashions Corporation of our report dated
March 31, 2000 relating to the financial statements, which appear in this Form
10-K.


/s/ PricewaterhouseCoopers LLP
- --------------------------------------
PRICEWATERHOUSECOOPERS LLP
Minneapolis, Minnesota
May 24, 2000

EX-27

 


<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 26, 2000 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

<CIK> 0000883943
<NAME> BRAUN'S FASHIONS CORPORATION

                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          FEB-26-2000
<PERIOD-START>                             FEB-28-1999
<PERIOD-END>                               FEB-26-2000
<CASH>                                      22,685,876
<SECURITIES>                                         0
<RECEIVABLES>                                1,170,927
<ALLOWANCES>                                         0
<INVENTORY>                                 11,421,417
<CURRENT-ASSETS>                            37,290,860
<PP&E>                                      35,163,639
<DEPRECIATION>                              15,382,964
<TOTAL-ASSETS>                              58,718,644
<CURRENT-LIABILITIES>                       15,190,555
<BONDS>                                      5,053,359
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        73,007
<OTHER-SE>                                  37,311,824
<TOTAL-LIABILITY-AND-EQUITY>                58,718,644
<SALES>                                    143,401,667
<TOTAL-REVENUES>                           143,401,667
<CGS>                                       87,864,540
<TOTAL-COSTS>                               87,864,540
<OTHER-EXPENSES>                            36,692,816
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              47,324
<INCOME-PRETAX>                             18,796,987
<INCOME-TAX>                                 7,261,840
<INCOME-CONTINUING>                         11,535,147
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                11,535,147
<EPS-BASIC>                                       1.75
<EPS-DILUTED>                                     1.64

<F1>In November 1999, the Company's Board of Directors approved a 3-for-2 stock
split in the form of a stock dividend for the Company's outstanding common
stock. The stock dividend was distributed on December 14, 1999 to stockholders
of record as of November 30, 1999. Share and per share data have been restated
to reflect this stock dividend.