Todays Man Inc – ‘10-K’ for 1/29/00

On:  Monday, 5/15/00   ·   For:  1/29/00   ·   Accession #:  950110-0-531   ·   File #:  0-20234

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         42    244K 
 2: EX-10.18    Loan and Security Agreement                           10     38K 
 3: EX-10.19    Loan and Security Agreement                           14     50K 
 4: EX-10.20    Fourth Amendment and Modification                     14     42K 
 5: EX-10.21    Fifth Amendment and Modification                      10     39K 
 6: EX-10.22    1st Amendment to License Agreement                     4     18K 
 7: EX-23.1     Consent of Independent Auditors                        1      6K 
 8: EX-27.1     Financial Data Schedule                                1      9K 

10-K   —   Annual Report
Document Table of Contents

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 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 January 29, 2000
or
  [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 For the transition period from __________________ to ____________________

 Commission File No. 0-20234

 TODAY'S MAN, INC.
(Exact Name of Registrant as Specified in its Charter)

Pennsylvania                                     23-1743137   
------------                                     ----------   
(State or Other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)                                                  

835 Lancer Drive                                        
    Moorestown, New Jersey                                       08057
    ----------------------                                       -----
(Address of principal executive offices)                           (Zip Code)   

 Registrant's Telephone Number, Including Area Code (609) 235-5656
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Common Stock, no par value                                  27,040,725          
--------------------------                                  ----------          
    (Title of Class)                             (Number of Shares Outstanding
                                                   as of April 28, 2000)

Common Stock Purchase Warrants                              5,427,777           
------------------------------                              ---------           
       (Title of Class)                          (Number of Warrants Outstanding
                                                 as of April 28, 2000)

 Indicate by check mark whether the Registrant (i) 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 (ii) 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 the 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]                                                

 APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
 PROCEEDINGS DURING THE PRECEDING FIVE YEARS

   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 [ ]

   The aggregate market value of voting and non-voting common equity held by
non-affiliates of the Registrant is $10,464,566 (1).                            

Documents incorporated by reference are listed in the Exhibit Index.  

------------------------                                                        
(1)  The aggregate dollar amount of the voting and non-voting common equity set 
    forth equals the number of shares of and warrants for the Company's Common
Stock outstanding, reduced by the amount of shares of and warrants for
 Common Stock held by officers, directors and shareholders owning 10% or
more of the Company's Common Stock and Warrants for Common Stock,     
multiplied by $.5625 and $.125, the last reported sale price for the  
Company's Common Stock and Warrants on April 19, 2000. The information
 provided shall in no way be construed as an admission that any officer,
  director or 10% shareholder in the Company may be deemed an affiliate of
the Company or that such person is the beneficial owner of the shares 
 reported as being held by such person, and any such inference is hereby
disclaimed. The information provided herein is included solely for    
recordkeeping purposes of the Securities and Exchange Commission.     

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                                    TABLE OF CONTENTS                                             
                                                                                           PAGE   
                                                                                           ----   

                                          PART I                                                  
                                                                                                  
Item 1.   Business...........................................................................1    

Item 2.   Properties.........................................................................9    

Item 3.   Legal Proceedings..................................................................10   

Item 4.   Submission of Matters to a Vote of Security Holders................................10   

Item 4.1  Certain Executive Officers of the Registrant.......................................10   

                                         PART II                                                  

Item 5.   Market for Registrant's Common Stock and Related Shareholder                            
          Matters............................................................................11   

Item 6.   Selected Financial Data............................................................12   

Item 7.   Management's Discussion and Analysis of Financial Condition and                         
          Results of Operations..............................................................13   

Item 7a.  Quantitative and Qualitative Disclosures About Market Risk.........................19   

Item 8.   Financial Statements and Supplementary Data........................................19   

Item 9.   Changes in and Disagreements with Accountants on Accounting and                         
          Financial Disclosure...............................................................19   

                                         PART III                                                 

Item 10.  Directors and Executive Officers of the Registrant.................................19   

Item 11.  Executive Compensation.............................................................19   

Item 12.  Security Ownership of Certain Beneficial Owners and Management.....................19   

Item 13.  Certain Relationships and Related Transactions.....................................19   

                                         PART IV                                                  

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K...................20-22

          Signatures.........................................................................23   

          Index to Consolidated Financial Statements.........................................F-1  

                                            --------------                                        

    As used in this Report on Form 10-K, "fiscal 1991," "fiscal 1992," "fiscal
1993," "fiscal 1994," "fiscal 1995," "fiscal 1996," "fiscal 1997," "fiscal      
1998," "fiscal 1999," "fiscal 2000," and "fiscal 2001," refer to the Company's  
fiscal years ended or ending February 1, 1992, January 30, 1993, January 29,    
1994, January 28, 1995, February 3, 1996, February 1, 1997, January 31, 1998,   
January 30, 1999, January 29, 2000, February 3, 2001 and February 2, 2002       
respectively.                                                                   

Today's Man(R) is a registered trademark of the Company.                        

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PART I

ITEM 1.  BUSINESS.                                                              

GENERAL                                                                         

Today's Man, Inc. is a leading operator of menswear superstores       
specializing in tailored clothing, furnishings sportswear and shoes. The Company
operates a chain of 29 superstores ranging in size from approximately 18,000 to 
34,000 gross square feet in the Greater Philadelphia, Washington, D.C.,         
Baltimore and New York markets. The Company seeks to be the leading menswear    
retailer in each of its markets by providing a broad and deep assortment of     
moderate to better, current-season, private label merchandise at everyday low   
prices which the Company believes represents the greatest value at a given price
point. The Company provides these everyday low prices to its customers through  
economies provided by its large volumes of preplanned inventory purchases. The  
Company generated net sales of $402 per square foot of selling space in its     
superstores in fiscal 1999.                                                     

    In May 2000, the Company announced that it plans to close the Center City,
Philadelphia, Pennsylvania store, the Manhasset, New York store, and the        
Norwalk, Connecticut store by the third quarter of fiscal 2000.                 

In March 2000, the Company announced that it had retained investment  
banker Wasserstein Perella & Co., Inc. to explore opportunities for raising     
additional capital and enhancing shareholder value.                             

  In October and November 1999, the Company opened four new superstores in
the Greater Washington D.C. market in Germantown, Maryland, Towson, Maryland,   
Springfield, Virginia and Sterling, Virginia.                                   

  In November 1999, the Company announced the launch of Todaysman.com, the
Company's online virtual superstore.                                            

  Messrs. Ira Brind and Randall Lambert resigned as directors in the first
quarter of fiscal 2000 and Mr. Bernard J. Korman resigned as a director in the  
fourth quarter of fiscal 1999. Additionally, Leonard Wasserman, Executive Vice  
President, Office of the President, retired in January, 2000 but continues to   
serve on the Board of Directors.                                                

In July 1999, Mr. David Mangini, joined the company as Executive Vice 
President and Chief Merchandising Officer.                                      

   The Company was incorporated in Pennsylvania in 1971 as Feld & Sons, Inc.
and changed its name to Today's Man, Inc. in March 1992. The Company's executive
and administrative offices are located at 835 Lancer Drive, Moorestown West     
Corporate Center, Moorestown, New Jersey 08057 and its telephone number is (856)
235-5656.                                                                       

INVESTMENT CONSIDERATIONS                                                       

The information contained in this Annual Report on Form 10-K contains 
forward looking statements (as such term is defined in the Securities Exchange  
Act of 1934 and regulations thereunder), including without limitation,          
statements as to trends or management's beliefs, expectations or opinions. Such 
forward looking statements are subject to risks and uncertainties and may be    
affected by various factors which may cause actual results to differ materially 
from those in the forward looking statements. Certain of these risks,           
uncertainties and other factors are discussed below and elsewhere in this Annual
Report on Form 10-K. In addition to the other information contained in this     
Annual Report on Form 10-K, the following factors should be considered carefully
in evaluating an investment in the Company's Common Stock and Warrants.         

     Growth Strategy. The Company opened four stores and its Internet electronic
commerce site in 1999. The Company cannot assure you that new stores will       
generate sales volumes comparable to                                            

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those of its existing stores. Also, the opening of additional stores in existing
markets and the Company's Internet site may have the effect of attracting       
customers from the Company's existing stores. The Company cannot assure you that
the Internet site will be profitable. The Company plans to close three          
under-performing stores in fiscal 2000 and does not expect to open any new      
stores in fiscal 2000. The Company's growth over the next several years depends 
principally on establishing and maintaining profitability in existing sites and 
the availability of appropriate financing for expansion.                        

     Small Store Base; Geographic Concentrations. The Company currently operates
a chain of 29 superstores, which are located in the Greater Philadelphia,       
Washington, D.C., Baltimore and New York markets. Due to the Company's          
relatively small store base, one or more unsuccessful new stores, or a decline  
in sales at an existing store, would have a more significant effect on the      
Company's results of operations than would be the case if the Company had a     
larger store base. Because the Company's superstores currently are located in   
only four markets, the effect on the Company of adverse events in any of those  
markets may be greater than if the Company's stores were more geographically    
dispersed.                                                                      

    Declining Unit Sales of Men's Tailored Clothing. On a national basis, unit
sales of men's tailored clothing have been declining over many years. The       
Company believes that this decline can be attributed to men allocating a lower  
portion of their disposable income to tailored clothing as a result of less     
frequent changes in tailored clothing fashions, relaxation of dress codes by    
many employers and a more casual lifestyle. The Company also believes that this 
decline has contributed to a consolidation among retailers of men's tailored    
clothing. There can be no assurance that the Company will continue to be able to
maintain or increase its sales volume or attain profitability as further        
consolidation of the industry occurs as the unit sales of men's tailored        
clothing continues to decline.                                                  

Control by Majority Shareholder. Mr. David Feld beneficially owns     
approximately 36% of the outstanding Common Stock and together with the other   
directors and executive officers of the Company, collectively beneficially own  
or owns approximately 40% of the outstanding Common Stock. Accordingly, Mr.     
David Feld, together with the other directors and executive officers of the     
Company, will likely be able to effectively control most matters requiring      
approval by the Company's shareholders, including the election of directors. In 
addition, Mr. David Feld has pledged 5,439,578 shares of Common Stock to secure 
loans. In the event of default by Mr. David Feld, the sale of all or a large    
block of the pledged shares by a lender to one purchaser or a group of          
purchasers acting in concert would result in such purchaser or group owning a   
substantial block of the outstanding Common Stock of the Company and being able 
to significantly affect the outcome of the election of directors and of all     
votes which require shareholder approval. See Item 12. "Security Ownership of   
Certain Beneficial Owners and Management."                                      

   Relationship with Suppliers; Foreign Currency Fluctuations. The Company's
business is dependent upon its ability to purchase both brand name and private  
label merchandise in large quantities and at attractive prices. During fiscal   
1999, approximately 45% of the dollar volume of all merchandise purchased by the
Company was purchased from ten vendors, and approximately 43% of the dollar     
volume of all merchandise was purchased from overseas vendors. While the Company
believes that alternative sources of supply are available, any disruption in the
Company's sources of supply could have a material adverse effect on its         
business. Moreover, although the Company historically has hedged its exposure to
fluctuations in the relationship between the dollar and various foreign         
currencies, the Company currently is not engaging in hedging transactions and   
could incur additional expense in the event of currency fluctuations. See       
"Business--Purchasing." See Item 7. "Management's Discussion and Analysis of    
Financial Condition and Results of Operations."                                 

     Dependence on Senior Management. The success of the Company's business will
continue to be dependent upon David Feld and the other members of senior        
management. The Company's continued                                             

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growth also will depend upon its ability to attract and retain additional       
skilled management personnel and store managers. The Company does not maintain  
key-man life insurance for Mr. David Feld or any other senior member of         
management. See Item 4.1 "Certain Executive Officers of the Registrant" and Item
10. "Directors and Executive Officers."                                         

Seasonality and General Economic Conditions. The Company's business is
affected by the pattern of seasonality common to most apparel retailers.        
Historically, the Company has generated a significant portion of its net sales  
and the majority of its profits during its fourth fiscal quarter, which includes
the Christmas selling season, and has experienced losses or nominal earnings in 
its first and third fiscal quarters. See Item 7. "Management's Discussion and   
Analysis of Financial Condition and Results of Operations--Seasonality and      
Quarterly Results." The Company's operating results may be adversely affected by
unfavorable local, regional or national economic conditions, especially those   
affecting the Mid-Atlantic Region where the Company's 29 stores are currently   
located. During recessionary periods, consumers can be expected to reduce their 
spending on discretionary items such as menswear.                               

Competition. The retail menswear business is highly competitive with  
respect to price, quality and style of merchandise and store location. The      
Company faces competition for customers and store locations from large national 
and regional department stores, various menswear chains, a number of off-price  
specialty retailers as well as local department stores, catalog retailers and   
local menswear stores. Many of these competitors have significantly greater     
financial and other resources than the Company. The retailing business is       
affected by changes in consumer tastes, demographic trends and the type, number 
and location of competing stores.                                               

    Restrictions on Cash Dividends. Since its inception as a public company in
1992, the Company has not paid any cash dividends. The Company's loan agreement 
prohibits the payment of cash dividends. See Item 5. "Market for the            
Registrant's Common Stock and Related Shareholder Matters."                     

 Market for Common Stock and Warrants. The Common Stock and Warrants are
traded on the Nasdaq National Market. Numerous factors, including announcements 
of fluctuations in the Company's or its competitors' operating results, market  
conditions for stocks in general, or fluctuations in the Company's quarterly    
operating results, could have a significant impact on the future price of the   
Common Stock and Warrants. In addition, the stock market in recent years has    
experienced significant price and volume fluctuations that often have been      
unrelated or disproportionate to the operating performance of companies. These  
broad fluctuations may adversely affect the market price of the Common Stock and
Warrants.                                                                       

  Each Warrant is exercisable for one share of Common Stock at an exercise
price of $2.70 per share. Accordingly, the market price of the Warrants is      
directly affected by the market price of the Common Stock. In the event that the
market price of the Common Stock is less than $2.70, the Warrants may have      
little or no market value. During fiscal 1999, the expiration date of the       
Warrants was extended to January 2, 2001 and the Warrants will not be           
exercisable after such time.                                                    

  Shares Eligible for Future Sale. Sales of the Company's Common Stock and
Warrants in the public market could adversely affect the market price of the    
Company's Common Stock and Warrants and could impair the Company's future       
ability to raise capital through the sale of equity securities. As of April 19, 
2000, the Company has 27,040,725 shares of Common Stock and 5,427,777 Warrants  
outstanding, all of which are available for resale in the public market without 
restrictions, except for any such shares held by persons who may be deemed to be
"affiliates" of the Company. In addition, the Company has registered under the  
Securities Act all of the 2,450,000 shares authorized for issuance under the    
Company's Management Stock Option Plan.                                         

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     Anti-Takeover Provisions. The Amended and Restated Articles and Amended and
Restated Bylaws contain provisions which may be deemed to be "anti-takeover" in 
nature in that such provisions may deter, discourage or make more difficult the 
assumption of control of the Company by another corporation or person through a 
tender offer, merger, proxy contest or similar transaction. The Amended Articles
permit the Board of Directors to establish the rights, preferences, privileges  
and restrictions of, and to issue, up to 5,000,000 shares of Preferred Stock    
without shareholder approval. The Amended Bylaws also provide for the staggered 
election of directors to serve for four-year terms, subject to removal by       
shareholders only for cause upon the vote of not less than 65% of the shares of 
Common Stock cast at a shareholders meeting and provide that the vote of at     
least 60% of the votes entitled to be cast by all shareholders is required to   
call special meetings of shareholders. Certain provisions of the Amended        
Articles and Amended Bylaws may not be amended except by a similar 65% vote. For
more information, see the Amended and Restated Articles of Incorporation and the
Amended and Restated Bylaws of the Company which are filed as Exhibits 2.1 and  
2.2, respectively, to the Company's Form 8-A Report, filed with the Commission  
on December 29, 1997. In addition, the Company is subject to certain            
anti-takeover provisions of the Pennsylvania Business Corporation Law.          

CHAPTER 11 PROCEEDINGS.                                                         

   On December 12, 1997, the United States Bankruptcy Court for the District
of Delaware (the "Bankruptcy Court") entered an order confirming the Company's  
Second Amended Joint Plan of Reorganization (the "Reorganization Plan") proposed
by Today's Man, Inc. ("the Company") and certain of its subsidiaries. On        
December 31, 1997, the Reorganization Plan became effective and the Company     
emerged from bankruptcy reorganization proceedings. Those proceedings had begun 
on February 2, 1996 when the Company and certain of its subsidiaries filed      
voluntary petitions seeking to reorganize under Chapter 11 of the U.S.          
Bankruptcy Code.                                                                

  Pursuant to the Plan of Reorganization, the Company paid an aggregate of
$51.0 million and issued 9,656,269 shares of Common Stock to its creditors in   
settlement of $73.3 million of outstanding indebtedness, including post-petition
interest. Under the Plan of Reorganization, holders of the Company's Common     
Stock received for each share of old Common Stock: (1) one share of new Common  
Stock and (2) 0.5 of a Common Stock Purchase Warrant ("Warrant"). Each whole    
Warrant entitles the holder to purchase one share of new Common Stock at an     
exercise price of $2.70 per share at any time on or before January 2, 2001. A   
total of 5,430,503 Warrants were issued to the Company's shareholders of record 
as of October 14, 1997.                                                         

MERCHANDISING                                                                   

   Today's Man seeks to offer a larger selection and variety of menswear, in
terms of styles, sizes and price points, than its competitors. The Company's    
merchandise assortment consists principally of tailored clothing (suits,        
sportcoats, slacks, formal wear and outerwear), furnishings and accessories     
(dress shirts, ties, belts, suspenders, underwear, socks, scarves and gloves)   
and sportswear (casual pants, sportshirts, sweaters and jackets) and shoes. A   
25,000 square foot superstore typically offers 52,000 items, including          
approximately 4,000 suits in American and European styles, 1,800 sportcoats,    
11,000 dress shirts, 7,500 ties, 6,000 pairs of dress and casual pants and 4,000
pairs of shoes. The core of the Company's merchandise offering is primarily     
Today's Man private label suits (featuring the Company's private labels, Made in
Italy and Made in England) at prices typically ranging from $150 to $400. In    
fiscal 1999, nearly 48% of the Company's net sales were tailored clothing, with 
approximately 47% divided between furnishings and sportswear and 5% of net sales
from licensed shoe department sales.                                            

In July 1995, the Company entered into a License Agreement with Shoe  
Corporation of America ("SCOA"), pursuant to which SCOA installed and operates  
licensed shoe departments in the                                                

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Company's stores. Under the terms of the license agreement, SCOA is responsible 
for the operations of the department including inventory purchases,             
presentation, staffing and management. The Company remits, on a weekly basis,   
the net proceeds due to SCOA. SCOA filed for Chapter 11 under the U. S.         
Bankruptcy Code in June, 1999 and was subsequently acquired by Morse Shoe, Inc. 
in February, 2000. Today's Man then amended its shoe license agreement with     
Morse Shoe, Inc. The provisions of the contract generally remain the same. Morse
Shoe, Inc. is responsible for the operations of the shoe department including   
inventory purchases, presentation, staffing and management. Today's Man remits, 
on a weekly basis, the net proceeds due to Morse Shoe, Inc. This license        
agreement expires January 31, 2006. The Company recorded sales of $12,642,600,  
$12,208,100 and $10,357,600 from licensed shoe department sales for fiscal 1997,
1998 and 1999, respectively.                                                    

The Company has product offerings in all of its merchandise categories
under the Company's private labels. Today's Man's private label programs are    
focused on high volume merchandise classifications and include products which   
can differentiate the Company from other retailers on the basis of price and    
quality.                                                                        

MARKETING AND PROMOTION                                                         

     The Company has identified as its core customers men between the ages of 25
and 54 with average household incomes between $40,000 and $75,000 per year who  
routinely wear a suit to work. The Company seeks to be the first choice among   
its target customers when they decide to shop for clothes by using local        
television and radio advertising. In addition, the Company uses direct mail     
advertising to customers on its mailing list, including holders of Today's Man  
credit cards. The Company uses newspaper advertising primarily during its       
bi-annual clearance periods. The Company uses outside agencies as well as its   
own marketing department to prepare its advertising materials.                  

TODAY'S MAN SUPERSTORES                                                         

   The Company's superstores average approximately 25,000 gross square feet.
Approximately three quarters of the area of each store is devoted to selling    
space, with the remaining portion used for tailoring, check-out, storage and    
administrative and employee areas. Today's Man superstores are usually located  
in a shopping center or freestanding building near a major shopping mall.       

    The Company places great emphasis on providing an attractive, brightly lit
and well-organized shopping environment. The Company's stores have similar      
layouts, emphasizing efficient traffic flow, separation of distinct departments,
merchandise presentation and ease of merchandise selection. Use of a similar    
store design facilitates the operational integration of new stores into the     
Company's centralized merchandising, distribution, management and accounting    
systems. The Company attempts to arrange its merchandise to provide a logical   
flow from department to department and regularly monitors its product layouts in
an attempt to make shopping easier and to maximize sales per square foot.       

     The Company believes that a courteous and knowledgeable staff and efficient
cashiers are important factors in attracting and retaining customers. The       
Company staffs each store with trained personnel, supported by an efficient     
check-out system and a full-function tailoring facility. The Company emphasizes 
to its employees the importance of customer service, courtesy and product       
knowledge through its training programs. The Company also believes that its     
typical customer prefers to shop without aggressive sales help and seeks        
assistance primarily to locate sizes or to coordinate styles and colors.        
Accordingly, Today's Man sales associates are paid on a salaried rather than a  
commission basis. In addition, sales associates are eligible to earn incentive  
payments based on the performance of that associate and the performance of the  
store relative to the planned performance.                                      

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Each store is managed by a store manager who is compensated by a base 
salary and a bonus based on the store's sales performance, shrinkage and other  
factors. Store managers have an average of 15 years of retail experience. Store 
managers report to one of four regional managers. All stores have one or more   
assistant managers, two to three clothing department heads (including the head  
of the tailoring department) and an average of 24 full-time and 13 part-time    
associates (including sales associates, tailors and cashiers). Most of the      
Company's tailored clothing associates have prior retail experience. Additional 
training is provided on the job by the store's assistant managers and department
heads.                                                                          

Full-function tailoring facilities are located at each store and are  
typically staffed by one fitter, four full-time and one part-time tailors and   
one presser under the supervision of the head of the tailoring department and an
assistant. As part of the Today's Man efficient shopping experience, the Company
seeks to provide professional alterations within one week. Because the Company  
views efficient and competitively priced tailoring as a means of attracting and 
retaining its core customers, the Company's tailoring services generally are    
priced at cost.                                                                 

    The Company maintains an appropriate level of security in each store based
on local conditions.                                                            

PURCHASING                                                                      

The Company purchases most of its merchandise in large volumes through
preplanned buying programs, which allow it to consistently offer a broad and    
deep selection of current-season, moderate to better private label menswear at  
substantial savings to its customers. The Company typically does not purchase   
manufacturers' production overruns and does not seek advertising allowances from
its vendors.                                                                    

The Company purchased merchandise from approximately 107 domestic and 
overseas manufacturers and suppliers during fiscal 1999. During that year, the  
top ten vendors by dollar volume accounted for approximately 45% of total       
purchases, but no vendor accounted for more than 10% of the Company's purchases.
Of the Company's purchases by dollar volume in fiscal 1999, approximately 43%   
were from overseas vendors, primarily in U.S. dollars. Moreover, although the   
Company historically has hedged its exposure to fluctuations in the relationship
between the dollar and various foreign currencies, the Company is not engaging  
in hedging transactions and could incur additional expense in the event of      
currency fluctuations. Many of the Company's overseas purchases are financed by 
letters of credit. Understanding the importance of the vendors to the Company's 
business, management has focused on developing good relationships over the years
with many of its vendors. As a result, the Company experienced positive vendor  
support from its pre-petition supplier base during the Bankruptcy proceedings   
and was also able to add new key national vendors while in Chapter 11. The      
Company's vendor base has continued its support since the Company's emergence   
from Chapter 11.                                                                

 The Company purchased approximately 5.7 million units of merchandise in
fiscal 1999. This merchandise is made by manufacturers based upon the Company's 
quality and size specifications, often using materials that the Company has     
purchased from other suppliers. The Company uses quality control inspectors to  
oversee the manufacture of its merchandise to maintain its quality standards.   
The Company believes that by overseeing the design of its own private label     
merchandise and by dealing directly with manufacturers, it is able to offer     
fashionable merchandise at substantial savings to its customers. The Company    
does not own or operate any manufacturing facilities.                           

DISTRIBUTION                                                                    

  The Company's distribution center is adjacent to the Company's executive
and administrative offices in an office park in Moorestown, New Jersey. The     
distribution center is a modern 116,000 square foot facility constructed in 1987
that was expanded by the landlord in fiscal 1992. The                           

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expansion doubled the Company's merchandise processing potential to ten million 
units per year, increasing the number of superstores it is capable of serving   
using a single shift to approximately 30. The Company believes that the         
distribution facility is capable of supporting an additional 29 superstores by  
using two shifts. Merchandise is generally shipped directly by common carriers  
to the distribution center or to ports or airports for pick up by the Company's 
trucks. Merchandise from local manufacturers is often picked up by the Company's
trucks directly from the manufacturer. At the distribution center, merchandise  
is received, counted, ticketed with the Company's bar coded labels and sorted   
for distribution to the Company's stores. Whenever possible, merchandise is     
preticketed with the Company's bar coded labels by the Company's vendors prior  
to delivery to reduce processing time and expense. Deliveries are made from the 
distribution center to each store typically twice a week by the Company's       
trucks. Merchandise is usually shipped to the stores ready for immediate        
placement on the selling floor.                                                 

MANAGEMENT INFORMATION AND CONTROL SYSTEMS                                      

  The Company has placed substantial emphasis on upgrading and integrating
its management information and financial control systems. The Company believes  
its management information and control systems are an important factor in       
enabling it to achieve its goal of superior execution of all aspects of the     
Company's operations.                                                           

The Company employs a fifteen-person MIS group, including three       
programmers. Control of the Company's merchandising activities is maintained by 
a fully integrated point-of-sale (POS) inventory and management information     
system which permits management to monitor inventory and store operations on a  
daily basis and to determine weekly operating results by store. Each store      
communicates with the Company's central IBM RS/6000 computer system via IBM 4680
POS registers. Merchandise sales and inventories are automatically maintained by
scanning bar-coded merchandise as customers check-out.                          

In 1999, the Company implemented a new retail information system. This
state-of-the-art database system tracks merchandise from order through sale,    
comparing actual to planned results and highlighting areas requiring management 
attention. The new system enables the Company to work on improving its          
management of merchandising inventories, in-store stock replenishment, and      
financial reporting.                                                            

The Company also uses ARTHUR, a merchandise planning system which     
facilitates seasonal planning by department and by store and provides data for  
financial planning.                                                             

CUSTOMER CREDIT                                                                 

Today's Man customers may pay for their purchases with the Today's Man
proprietary credit card, Visa, MasterCard, American Express, Discover, cash or  
check. Approximately 80% of all purchases are paid for by credit card.          

  Today's Man credit cards are issued by a national bank, using the bank's
credit standards, on a non-recourse basis to the Company. As of January 29,     
2000, approximately 459,000 Today's Man credit cards were outstanding. The      
Company believes that its credit card is a particularly productive tool for     
targeted marketing and presents an excellent opportunity to analyze and better  
understand its customers' shopping patterns and needs.                          

COMPETITION                                                                     

   The retail menswear business is highly competitive with respect to price,
quality and style of merchandise and store location. The Company faces          
competition for customers and store locations from large national and regional  
department stores, various full-price menswear chains, a number of              

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off-price specialty retailers as well as local department stores, catalog       
retailers and local menswear stores. Many of these competitors have             
significantly greater financial and other resources than the Company. The       
retailing business is affected by changes in consumer tastes, demographic trends
and the type, number and location of competing stores. In the future, the       
Company may experience increased competition from menswear retailers attempting 
to imitate the Company's strategy. The Company believes that it generally       
compares favorably with its competitors with respect to the quality, depth and  
range of sizes and styles of merchandise, prices for comparable quality         
merchandise, customer service and store environment.                            

ASSOCIATES                                                                      

    Today's Man places great importance on recruiting, training and motivating
quality store level associates by such methods as promoting associates from     
within and offering bonuses for associates who recommend successful job         
applicants. As of January 29, 2000, the Company had 830 full-time and 550       
part-time associates. The Company also employs additional part-time clerks and  
cashiers during peak periods. None of the Company's associates is represented by
a labor union. The Company believes that its relationship with its associates is
good.                                                                           

TRADEMARKS                                                                      

    The Company owns all rights to the trademarks it believes are necessary to
conduct its business as currently operated. The Company believes that no        
individual trademark or trade name, other than the Today's Man trademark, is    
material to the Company's competitive position in the industry.                 

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ITEM 2.  PROPERTIES                                                             

   The Company's executive offices and distribution center are housed in a
140,000 square foot building located in an office park in Moorestown, New       
Jersey. The Company leases the building and certain adjacent land for expansion 
from Mr. David Feld, pursuant to a lease expiring in 2010. See Item 13.         

"Certain Relationships and Related Transactions."                               

     The following table provides information regarding the Company's existing
and proposed stores under lease:                                                

                                                                [Download Table]

                                                  Approximate                 
                                                 Gross Square         Year of 
Store Location                                       Feet             Opening 
--------------                                  ----------------------------- 
                                                                              
GREATER PHILADELPHIA MARKET:                                                  
Center City Philadelphia, PA (1),(2)                25,600                1980
Broomall, PA                                        17,800                1984
Deptford, NJ (1)                                    19,600                1985
Allentown, PA                                       22,700                1986
Montgomeryville, PA                                 22,100                1986
Northeast Philadelphia, PA                          22,500                1987
King of Prussia, PA                                 25,000                1988
Langhorne, PA (1)                                   25,000                1988
Cherry Hill, NJ                                     25,800                1990

GREATER WASHINGTON, D.C. AND BALTIMORE MARKET:                                
Bailey's Crossroads, VA                             26,000                1987
Rockville, MD                                       26,100                1988
Fairfax, VA                                         25,900                1992
Greenbelt, MD                                       21,100                1995
Springfield, VA                                     17,500                1999
Sterling, VA                                        17,500                1999
Germantown, MD                                      18,000                1999
Towson, MD                                          25,700                1999

GREATER NEW YORK MARKET:                                                      
Paramus, NJ                                         30,000                1991
Carle Place, NY                                     33,500                1991
Wayne, NJ                                           33,400                1992
Stony Brook, NY                                     25,900                1992
Huntington, NY                                      29,300                1993
East Hanover, NJ                                    30,000                1993
Manhassett, NY (2)                                  25,000                1993
Woodbridge, NJ                                      27,100                1993
Manhattan (Sixth Avenue), NY                        28,100                1994
Hartsdale, NY                                       26,600                1994
Manhattan (Fifth Avenue), NY                        27,200                1995
Norwalk, CT (2)                                     24,000                1995

(1)  Leased from Mr. David Feld. See Item 13. "Certain Relationships and Related
Transactions."                                                        

(2)  To be closed by the third quarter of fiscal 2000. See Note 11. "Subsequent 
Events."                                                              

    The Company leases all of its stores and anticipates that it will continue
to do so. Unexpired lease terms range from one to thirty years assuming the     
exercise of options to renew in certain cases, and no lease is scheduled to     
expire prior to fiscal 2001. Approximately one-half of the leases have          
percentage rent clauses, although none of the leases with Mr. David Feld has a  
percentage rent clause.                                                         

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ITEM 3. LEGAL PROCEEDINGS                                                       

The Company is involved in routine legal proceedings incidental to the
conduct of its business. Management believes that none of these routine legal   
proceedings will have a materially adverse effect on the financial condition or 
results of operations of the Company. The Company maintains general liability   
insurance coverage in amounts deemed adequate by management.                    

     In January 1999 the Company brought suit against NationsBank N.A., The Bank
of New York, N.A., and Fleet Financial Corp., (formerly Shawmut Bank, N.A.)     
seeking unspecified damages resulting from the pre-petition lender group's      
alleged non-performance under the Amended and Restated Loan and Security        
Agreement dated November 1995. The Company has alleged that the lender group's  
actions in January 1996 constituted a breach of contract under the loan         
agreement. As of January 29, 2000 this suit is pending.                         

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

None.                                                           

ITEM 4.1. CERTAIN EXECUTIVE OFFICERS OF THE REGISTRANT                          

     Set forth below is certain information concerning the executive officers of
the Company who are also not directors.                                         

                                                                [Download Table]

       Name       Age                       Position                       
       ----       ---                       --------                       
                                                                           
David Mangini      55  Executive Vice President and Chief Merchandising    
                         Officer                                           
Frank E. Johnson   50  Executive Vice President and Chief Financial Officer
Barry S. Pine      45  Vice President, Controller, and Chief Accounting    
                         Officer                                           

     Mr. Mangini joined the company in July 1999 as Executive Vice President and
Chief Merchandising Officer. Prior to joining the Company, Mr. Mangini served as
the President of Gadzooks, Inc., a specialty retailer of teen fashions and      
accessories from August 1998 to April 1999. Prior to that, from 1989 to 1998,   
Mr. Mangini served as President of the Limited's Structure Division.            

  Mr. Johnson joined the Company in 1986 as Controller and was promoted to
Chief Financial Officer in November 1995 and Executive Vice President in April  
1997. Prior to joining the Company, Mr. Johnson served as Corporate Controller  
of Nan Duskin, Inc., a women's apparel retailer, from 1984 to 1986.             

Mr. Pine joined the Company in 1990 as Assistant Controller and was   
promoted to Controller in November 1995. In April 1997, Mr. Pine was promoted to
Vice President. Prior to joining the Company, Mr. Pine served as Manager of     
Merchandise Control of Charming Shoppes, Inc., a woman's apparel retailer, from 
1987 to 1990.                                                                   

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 PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER        
MATTERS.                                                        

   The Company's Common Stock and Warrants are traded on the Nasdaq National
Market System under the symbol "TMAN" and "TMANW," respectively. The following  
table sets forth, for the fiscal quarters indicated, the high and low closing   
sale prices for the Common Stock, as reported by Nasdaq:                        

                                                            HIGH           LOW

1998                                                                  
             First Quarter                                $3.63          $2.88
             Second Quarter                                3.03           1.69
             Third Quarter                                 1.94           1.13
             Fourth Quarter                                3.25           1.28

1999                                                                  
             First Quarter                                $2.03          $1.13
             Second Quarter                                1.56           1.09
             Third Quarter                                 1.16           0.66
             Fourth Quarter                                0.94           0.53

2000                                                                  
             First Quarter (through April 28, 2000)       $1.31          $0.53

The Warrants were issued on January 2, 1998. The following table sets 
forth, for the fiscal quarters indicated, the high and low closing sale price   
for the Warrants, as reported by Nasdaq:                                        

1998                                                                  
             First Quarter                                $1.69          $1.13
             Second Quarter                                1.13           0.31
             Third Quarter                                 0.56           0.13
             Fourth Quarter                                0.97           0.09

1999                                                                  
             First Quarter                                $0.47          $0.13
             Second Quarter                                0.28           0.16
             Third Quarter                                 0.22           0.06
             Fourth Quarter                                0.22           0.03

2000                                                                  
             First Quarter (through April 28, 2000)       $0.31          $0.09

  As of April 19, 2000, the Company's Common Stock was held by
approximately 1,581 holders of record.                                          

The Company does not anticipate paying any cash dividends in the      
foreseeable future because it intends to use or otherwise retain its earnings to
finance the operations and expansion of its business and to service its debt.   
The Company's loan agreement prohibits the payment of cash dividends without    
prior consent of the lender.                                                    

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ITEM 6. SELECTED FINANCIAL DATA                                                 

 SELECTED FINANCIAL DATA

(Dollars in thousands, except per share data and operating data)

    The following selected financial data have been derived from the Company's
consolidated financial statements. The information set forth below should be    
read in conjunction with Item 7. "Management's Discussion and Analysis of       
Financial Condition and Results of Operations" and the consolidated financial   
statements of the Company and notes thereto beginning on page F-1.              

----------------------------                                                    

                                                        [Enlarge/Download Table]

                                                                                 Fiscal Year                             
                                                    -------------------------------------------------------------------  
                                                     1995 (7)        1996            1997         1998           1999    
                                                    ---------     ---------       ---------     ---------     ---------  
                                                                                                                         
STATEMENT OF OPERATIONS DATA:                                                                                            
   Net sales                                        $ 263,256     $ 204,042       $ 214,148     $ 213,608     $ 194,546  
   Cost of goods sold                                 180,928       134,524         138,075       135,784       128,444  
                                                    ---------     ---------       ---------     ---------     ---------  
      Gross profit                                     82,328        69,518          76,073        77,824        66,102  
   Selling, general and administrative                                                                                   
      expenses (1)                                    100,753        65,982          65,820        66,760        77,831  
   Restructuring charges                               19,249          --              --            --            --    
                                                    ---------     ---------       ---------     ---------     ---------  
      Income (loss) from operations                   (37,674)        3,536          10,253        11,064       (11,729) 
   Reorganization items, net                             --           8,848           6,769          --            --    
   Interest expense and other income, net               4,211           499           7,786         3,280         1,627  
                                                    ---------     ---------       ---------     ---------     ---------  
   Income (loss) before income taxes and              (41,885)       (5,811)         (4,302)        7,784       (13,356) 
      extraordinary item                                                                                                 
   Income tax provision (benefit)                      (6,201)         --              --           2,883          --    
                                                    ---------     ---------       ---------     ---------     ---------  
   Income (loss) before extraordinary item            (35,684)       (5,811)         (4,302)        4,901       (13,356) 
   Extraordinary item, net of income tax                                                                                 
     benefit                                             --            --              --             658          --    
                                                    ---------     ---------       ---------     ---------     ---------  
   Net income (loss)                                $ (35,684)    $  (5,811)      $  (4,302)    $   4,243       (13,356) 
                                                    =========     =========       =========     =========     =========  
   Earnings (loss) per share:                                                                                            
   Income (loss) before extraordinary item          $   (3.29)    $   (0.54)      $   (0.39)    $    0.18     $   (0.49) 
   Extraordinary item, net                               --            --              --           (0.02)         --    
                                                    ---------     ---------       ---------     ---------     ---------  
   Earnings (loss) per share (8)                    $   (3.29)    $   (0.54)      $   (0.39)    $    0.16     $   (0.49) 
                                                    =========     =========       =========     =========     =========  
   Weighted average shares outstanding                 10,847        10,861          11,063        27,013        27,041  
   Earnings (loss) per share assuming dilution:                                                                          
   Income (loss) before extraordinary item          $   (3.29)    $   (0.54)      $   (0.39)    $    0.18     $   (0.49) 
   Extraordinary item, net                               --            --              --           (0.02)         --    
                                                    ---------     ---------       ---------     ---------     ---------  
   Earnings (loss) per share assuming dilution (8)  $   (3.29)    $   (0.54)      $   (0.39)    $    0.16     $   (0.49) 
                                                    =========     =========       =========     =========     =========  
   Weighted average shares assuming dilution           10,847        10,861          11,063        27,013        27,041  
BALANCE SHEET DATA (AT END OF PERIOD):                                                                                   
   Working capital                                  $  44,784     $  49,528       $  26,292     $  31,927     $  29,714  
   Total assets                                        98,203        95,397          87,164        78,974        81,867  
   Long-term debt and capitalized leases                5,478         3,661          14,432         9,983        22,483  
   Liabilities subject to settlement                   61,887        63,368           8,988          --            --    
   Shareholders' equity                                21,066        15,255          46,800        52,694        39,401  
OPERATING DATA:                                                                                                          
   Net sales per square foot of selling space (2)   $     421     $     421       $     451     $     450     $     402  
   Increase (decrease) in comparable store                                                                               
        sales (3)                                        (1.5)%        (7.8)%           7.0%         (0.3)%       (10.7)%
   Average sales per store (in thousands) (4)       $   8,110     $   8,008       $   8,566     $   8,544     $   7,633  
NUMBER OF SUPERSTORES (5):                                                                                               
   Open at beginning of period                             28            35              25            25            25  
   Opened during period                                     7            --              --            --             4  
   Closed during period                                    --            10              --            --            --  
   Open at end of period                                   35            25              25            25            29  

----------                                                                      

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(1)  Includes buying and occupancy expenses.                                    

(2)  Calculated using net sales generated from superstores open for the entire  
 fiscal year divided by the square feet of selling space of such stores.
Selling space does not include tailoring, check-out and administrative
areas or stockrooms.                                                  

(3)  Superstores are included in the comparable store sales calculation         
 beginning in their fourteenth full month of operation. Accordingly, the
     calculation does not include a store's first full month of operation, which
     typically has an abnormally high volume of sales resulting from the store's
grand opening promotion. Stores relocated to a larger facility are not
   included in the comparable store sales calculation until the beginning of
their fourteenth full month of operation at their new locations.      

(4)  Average sales per store include sales from comparable superstores open for 
     the entire year divided by the number of stores open for the entire period.

(5)  Relocations of older, smaller stores to larger facilities do not constitute
    new store openings. There were no remodeled stores in the years presented.

(6)  Does not include an outlet store in Sawgrass Mills, Florida which was      
    opened in April 1995 and closed in the first quarter of 1996. In the first
 quarter of 1996, the Company also closed a total of ten underperforming
stores in the Greater Chicago, New York and Washington, D.C. markets. 

(7)  Fiscal year 1995 included fifty-three weeks.                               

(8)  Earnings (loss) per share have been calculated in accordance with FASB     
Statement No. 128, Earnings per Share for all periods presented.      

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

RESULTS OF OPERATIONS                                                           

  The following table sets forth for the periods indicated the percentages
which the items in the Company's Statements of Operations bear to net sales.    

                                                                [Download Table]

                                                               Fiscal Year          
                                                          -----------------------   
                                                          1997      1998     1999   
                                                          -----     -----    -----  

                                                                                    
Net sales                                                 100.0%    100.0%   100.0% 
Cost of goods sold                                         64.5      63.6     66.0  
                                                          -----     -----    -----  
Gross profit                                               35.5      36.4     34.0  
Selling, general and administrative expenses               30.7      31.3     40.0  
                                                          -----     -----    -----  
Income (loss) from operations                               4.8       5.1     (6.0) 
Reorganization items, net                                   3.2      --       --    
Interest expense and other (income) expense, net            3.6       1.5       .8  
                                                          -----     -----    -----  
Income (loss) before income taxes and extraordinary item   (2.0)      3.6     (6.8) 
Income tax provision                                       --         1.3     --    
                                                          -----     -----    -----  
Income (loss) before extraordinary item                    (2.0)%     2.3     (6.8)%
Extraordinary item, net of income tax benefit              --         0.3     --    
                                                          -----     -----    -----  
Net income (loss)                                          (2.0)%     2.0%    (6.8)%
                                                          =====     =====    =====  

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FISCAL YEARS 1999 AND 1998                                                      

Net Sales. Net sales were $194,545,700 in fiscal 1999, a decrease of  
$19,062,900 or 8.9% from net sales of $213,608,600 in fiscal 1998. The decrease 
in net sales was a result of the overall decline in foot traffic the Company    
experienced in fiscal 1999. Additionally, the Company shortened the first       
quarter fiscal 1999 clearance period as well as delayed the promotion of the    
semi-annual event in the second quarter of fiscal 1999 in order to emphasize the
Today's Man brand and everyday low price philosophy. The Company operated 25 and
29 superstores at January 30, 1999, and January 29, 2000, respectively.         

    Gross Profit. Gross profit as a percentage of net sales decreased to 34.0%
in fiscal 1999 from 36.4% in fiscal 1998. As a result of the decline in foot    
traffic, the Company was forced to take more markdowns in fiscal 1999 as        
compared to fiscal 1998 in order to cleanse seasonal inventories. These         
additional markdowns contributed to the decrease in the gross profit percentage 
in fiscal 1999.                                                                 

Selling, General and Administrative Expenses. Selling, general and    
administrative expenses which include pre-opening expenses of new stores,       
increased 16.6% or $11,070,300 from $66,760,300 in fiscal 1998 to $77,830,600 in
fiscal 1999. As a percentage of net sales, selling, general and administrative  
expenses increased from 31.3% in fiscal 1998 to 40.0% in fiscal 1999. The       
increase in expenses was primarily due to an additional $5,426,000 in planned   
advertising costs associated with the Company's branding and on-line website    
campaign and accrued severance of $883,000 related to employee terminations in  
January 2000. The Company incurred an additional $518,000 in depreciation and   
amortization expenses in fiscal 1999 related to the increase in capital         
expenditures for data processing systems. Additionally, the Company incurred    
$408,600 of new store expenses attributable to the opening of four new stores in
the Baltimore, Maryland and Washington D.C. markets. Store payroll, occupancy,  
and advertising costs increased by $6,795,300 in fiscal 1999 as compared to the 
same period in fiscal 1998, and represented 24.9% of net sales in fiscal 1999 as
compared to 19.5% of net sales in fiscal 1998.                                  

     Interest Expense, Interest Income and Other (Income) Expense, Net. Interest
expense, interest income and other (income) expense, net, decreased by          
$1,653,600 in fiscal 1999 from fiscal 1998. The decrease in interest expense was
attributable to the lower interest rate obtained by the refinancing of the      
Company's revolving credit facility with Mellon bank on December 4, 1998 which  
bore interest at prime (8.50% at January 29, 2000). The Mellon Bank facility    
permitted the Company to have one or more portions of the outstanding balance of
its loan accrue interest at LIBOR rate plus applicable margin. On December 2,   
1999, the Company elected to have $12,500,000 accrue interest at LIBOR plus     
applicable margin (8.66%) for a period of 60 days. In fiscal 1998, the Company  
recognized $1,045,000 in charges for the early termination of its revolving     
credit facility and term loan with Foothill Capital Corporation, which the      
Company recorded as an extraordinary item.                                      

     Income Tax Expense. The Company had a net loss in fiscal 1999 and therefore
recorded no tax provision. In fiscal 1998 the Company recorded a provision for  
income taxes of $2,495,900. This provision was fully offset by the Company's net
operating loss carryforwards.                                                   

    Extraordinary Item. In December 1998, the Company refinanced its revolving
credit facility and term loan from Foothill Capital with a new revolving credit 
facility with Mellon Bank, N.A. As a result of this refinancing, the company    
incurred a prepayment penalty of approximately $720,000 and wrote off           
approximately $640,000 of unamortized debt issuance costs. These amounts were   
offset by approximately $315,000 in accrued debt discount and related           
liabilities and approximately $387,000 in income tax benefits related to this   
extraordinary item.                                                             

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FISCAL YEARS 1998 AND 1997                                                      

Net Sales. Net sales were $213,608,600 in fiscal 1998, a decrease of  
$539,400 or 0.3% from net sales of $214,148,000 in fiscal 1997. The sales       
decrease was due in part to a $434,500 decrease in sales from licensed shoe     
departments. Additionally, the Company reduced its semi-annual clearance event. 
In fiscal 1998, the Company shortened its fall clearance event by two weeks as  
compared to fiscal 1997. The Company operated 25 superstores at January 31,     
1998, and January 30, 1999, respectively.                                       

    Gross Profit. Gross profit as a percentage of net sales increased to 36.4%
in fiscal 1998 from 35.5% in fiscal 1997. The increase in gross profit was      
attributable to a reduction in the promotional activities and markdowns from    
those used in fiscal 1997 related to the marketing of the Today's Man           
proprietary card. Additionally, the Company moved a significant portion of its  
inventory to a replenishment program which allows for more timely receipt of    
merchandise and therefore fewer markdowns. In fiscal 1998, approximately 48% of 
sales were made through replenishment programs as compared to 35% in fiscal     
1997.                                                                           

Selling, General and Administrative Expenses. Selling, general and    
administrative expenses increased 1.4% or $940,500 from $65,819,800 in fiscal   
1997 to $66,760,300 in fiscal 1998. As a percentage of net sales, selling,      
general and administrative expenses increased from 30.7% in fiscal 1997 to 31.3%
in fiscal 1998. The increase in expenses was primarily due to an additional     
$1,100,000 in planned advertising costs associated with the relationship        
marketing campaign. In addition to the relationship marketing, the cost of      
administering the Today's Man Rewards Program increased by approximately        
$450,000 due to increased utilization of the card and a higher number of payouts
under the program. Offsetting these increases was a decrease in amortization    
expense of approximately $500,000 related to the decrease in assets under       
capital leases and bank issuance costs. Store payroll, occupancy, and           
advertising costs increased by $847,100 in fiscal 1998 as compared to the same  
period in fiscal 1997, and represented 19.5% of net sales in fiscal 1998 as     
compared to 19.1% of net sales in fiscal 1997.                                  

     Reorganization Items, Net. Reorganization items in fiscal 1997 consisted of
legal and accounting fees incurred in the administration of the Chapter 11      
proceedings offset by interest income earned during the period. No              
reorganization items were incurred in fiscal 1998.                              

     Interest Expense, Interest Income and Other (Income) Expense, Net. Interest
expense, interest income and other (income) expense, net, decreased by          
$4,505,700 in fiscal 1998 from fiscal 1997. This decrease was a result of the   
charge taken in the third quarter of fiscal 1997 of $7,264,000 related to the   
Company's Plan of Reorganization. In fiscal 1998, the Company recognized        
$1,045,000 in charges for the early termination of its revolving credit facility
and term loan with Foothill Capital Corporation, which the Company recorded as  
an extraordinary item.                                                          

 Income Tax Expense. In fiscal 1998 the Company recorded a provision for
income taxes of $2,495,900. This provision was fully offset by the Company's net
operating loss carryforwards. The Company had a net loss in fiscal 1997 and     
therefore recorded no tax provision.                                            

    Extraordinary Item. In December 1998, the Company refinanced its revolving
credit facility and term loan from Foothill Capital with a new revolving credit 
facility with Mellon Bank, N.A. As a result of this refinancing, the Company    
incurred a prepayment penalty of approximately $720,000 and wrote off           
approximately $640,000 of unamortized debt issuance costs. These amounts were   
offset by approximately $315,000 in accrued debt discount and related           
liabilities and approximately $387,000 in income tax benefits related to this   
extraordinary item.                                                             

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LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company's primary sources of working capital are cash flow from   
operations and borrowings under the revolving credit facility. The Company had  
working capital of $26,291,900, $31,927,200 and $29,714,300 at the end of fiscal
1997, 1998 and 1999, respectively. The Company measures its inventory turnover  
by dividing net sales by the retail value of the inventory averaged over 12     
months. Inventory turnover was 3.05 times, 2.81 times and 2.52 times in fiscal  
1997, 1998 and 1999, respectively.                                              

Net cash provided by (used in) operating activities amounted to       
($45,080,000), $11,330,300 and ($7,441,200) in fiscal 1997, 1998 and 1999,      
respectively. These amounts primarily represent net income (loss) plus          
depreciation, amortization and other changes in operating assets and            
liabilities.                                                                    

  Net cash used in investing activities amounted to $1,326,600, $4,521,400
and $5,909,700 in fiscal 1997, 1998 and 1999, respectively. The increase in     
fiscal 1999 from 1998 was primarily due to the capital expenditures related to  
the opening of four new stores and the Company's new merchandising system.      

Net cash provided by (used in) financing activities amounted to       
$23,700,100, ($5,847,300) and $12,562,500 in fiscal 1997, 1998 and 1999,        
respectively, and in fiscal 1999 consisted primarily of additional borrowings,  
net of repayments, under the Company's revolving credit facility.               

     On December 4, 1998, the Company entered into a Loan and Security Agreement
with Mellon Bank, N.A., ("Mellon") individually and as agent. The Loan and      
Security Agreement provided for a $45.0 million revolving credit facility with a
$20.0 million sublimit for letters of credit. The Mellon Loan and Security      
Agreement contains financial covenants including tangible net worth,            
indebtedness to tangible net worth and fixed charge coverage ratios, and        
limitations on new store openings and capital expenditures as well as           
restrictions on the payment of dividends. The Company granted Mellon a lien on  
its tangible and intangible assets to secure this revolving credit facility.    
Proceeds from this loan were used to refinance the Company's previous revolving 
credit facility and term loan from Foothill Capital Corporation. In accordance  
with the early termination provisions of the Foothill Capital Corporation loan  
document, the Company paid an early termination fee of $720,000 to Foothill.    

 The Mellon revolving credit facility bore interest at the option of the
Company at prime (8.50% at January 29, 2000) or LIBOR plus a margin ranging from
1.75% to 3.25% depending upon the Company's EBITDA. Availability under the      
revolver is determined by a formula based on inventory and credit card          
receivables, less applicable reserves.                                          

   In April 1999, the Company and Mellon amended the Loan Agreement to allow
for the inclusion of participant lenders and to modify certain other provisions 
including the tangible net worth and fixed charge coverage ratio covenants.     

During the fourth quarter of fiscal 1999, the Company was projecting a
liquidity shortfall in early fiscal 2000 under its revolving credit facility. To
address the liquidity shortfall, the Company obtained a temporary over-advance  
of $4.5 million above its calculated borrowing base from Mellon on February 11, 
2000. In addition, the Company and Mellon agreed to recast certain financial    
covenants to reflect the year-end operating results. On March 15, 2000, the     
Company and Mellon entered into amendment No. 3 to the Loan and Security        
Agreement. The revolving credit facility was reduced to $35.0 million with a    
$15.0 million sublimit for letters of credit. Within the credit facility is an  
over-advance facility of $4.5 million above the calculated borrowing base which 
is reduced to $3.4 million on May 16, 2000 and $2.5 million on June 16, 2000 and
expires on June 30, 2000. The revolving credit facility expires on March 15,    
2002 and bears interest at 0.75% per annum above Mellon Bank's prime rate. The  
amended Agreement recast all of the Company's financial coverage as of and for  
the year ended January 29, 2000 and for the remaining term of the loan          
agreement. The Agreement contains financial covenants related to tangible net   
worth, indebtedness to tangible net worth, fixed charge coverage ratios, maximum
net loss per month, and limitations on new store openings and capital           
expenditures as well as restrictions on the payments of dividends. Additionally,
Mr. David Feld, the Chairman and CEO agreed to provide additional collateral to 
secure the credit facility. The Company was in compliance with all coverage     
under the amended Agreement as of January 29, 2000. The amended bank agreement  
also includes a termination fee of $1.0 million if the Company terminates the   
facility before March 15, 2001, and $700,000 if termination occurs from March   
16, 2001 through March 14, 2002.                                                

 The Company announced on March 15, 2000 that it had engaged Wasserstein
Perella & Co., Inc. an investment-banking firm, to enhance the Company's        
shareholder value. This may take the form of an equity investment in the Company
or debt.                                                                        

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   On May 1, 2000 the Company and Mellon entered into Amendment 4 to include
Todaysman.com, a subsidiary of the Company, into the revolving credit facility. 

    In April 2000, the Company decided to close three under-performing stores,
including one store located in a building owned by Mr. David Feld the Company's 
CEO. The closing of the three stores will result in a charge to operations in   
the first quarter of fiscal 2000 of approximately $4.0 million for the write-off
of furniture and fixtures and lease termination costs. The three stores which   
generated sales of $13,192,000 in fiscal 1999 are expected to be closed by      
September 2000.                                                                 

 On May 11, 2000, the Company and Mellon entered into Amendment 5 to the
revolving credit facility. The agreement amends the credit facility to extend   
the over-advance facility of $2,500,000 which previously expired on June 30,    
2000 to August 15, 2000. The over-advance is reduced to $2,250,000 on August 16,
2000, $1,250,000 on September 16, 2000, $1,000,000 on October 16, 2000 and      
expires on November 30, 2000. Amendment 5 also revised certain financial        
covenants to provide a waiver for the $4.0 million charge to operations caused  
by the store closings discussed above. The amendment also provided for a        
reduction in the credit facility from $35 million to $30 million effective on   
November 30, 2000. The termination fee was also increased to $1,050,000 if the  
facility is terminated on or before March 14, 2002.                             

The Company has been substantially dependent upon borrowings under its
credit facility to finance its operations and received an amended credit        
facility from Mellon in May 2000, which allows the Company additional liquidity 
through an over-advance facility through November 30, 2000 as discussed above.  
Additionally, the Company is in the process of implementing a plan to reverse   
the trend of losses noted above. Management's plans implemented thus far, as    
well as actions initiated that will continue into fiscal 2000 include, the      
execution of the amended credit facility, a layoff of non-operating personnel in
January 2000, the reduction in advertising spending and focus on their          
traditional advertising approach, and the closing of three under-performing     
stores in April 2000.                                                           

Management believes the cash requirements in 2000 will be generated by
operations and borrowings on the Company's credit facility. Management also     
believes that the actions initiated and its 2000 plans will result in the       
successful funding of its working capital and cash requirements while enabling  
them to meet their financial covenants under their credit facility.             

RECENT ACCOUNTING PRONOUNCEMENTS                                                

    Included in net sales are gross sales from our licensed shoe department of
$12,642,600, $12,208,100, and $10,357,600 for 1997, 1998 and 1999, respectively.
In December 1999 the Securities and Exchange Commission (SEC) issued Staff      
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements",     
which effectively changes previous guidance related to the recording of licensed
business revenues for retail companies. In fiscal 2000, the Company will change 
its method of recording licensed shoe department sales. This change will reduce 
reported sales and reported expenses, but have no impact on operating or net    
income.                                                                         

YEAR 2000                                                                       

    In prior years, the Company discussed the nature and progress of its plans
to become year 2000 compliant. In late 1999, the Company completed its          
remediation and testing of systems. As a result of those planning and           
implementation efforts, the Company experienced no significant disruptions in   
mission critical information technology and non-information technology systems  
and believes those systems successfully responded to the year 2000 date change. 
The Company incurred costs of approximately $127,200 during 1999 in connection  
with remediating its systems, and additional costs of $1,454,900 to replace its 
existing merchandise and financial accounting systems. The Company is not aware 
of any material problems resulting from year 2000 issues, either with its       
internal systems, or the products and services of third parties. The Company    
will continue to monitor its mission critical computer applications and those of
its suppliers and vendors throughout the year 2000 to ensure that any latent    
year 2000 matters that may arise are addressed promptly.                        

QUASI-REORGANIZATION                                                            

     As of January 31, 1998, the Company effected a quasi-reorganization through
the application of $27,316,200 of its $74,115,700 Common Stock account to       
eliminate its retained deficit. The Company's Board of Directors authorized a   
quasi-reorganization given that the Company had completed its restructuring,    
obtained long-term financing and successfully emerged from bankruptcy. The      
Company's retained deficit was related to operations that resulted in the       
restructuring of the Company and losses incurred during the Chapter 11          
proceeding and was not, in management's view, reflective of the Company's       
financial condition.                                                            

INFLATION                                                                       

  The Company does not believe that inflation has had a material effect on
the results of operations during the past three years. However, there can be no 
assurance that the Company's business will not be affected by inflation in the  
future.                                                                         

SEASONALITY AND QUARTERLY RESULTS                                               

     The Company's business, like that of most retailers, is subject to seasonal
influences. A significant portion of the Company's net sales and profits are    
realized during the fourth fiscal quarter (which includes the Christmas selling 
season) and, to a lesser extent, during the second fiscal quarter. In addition, 
because the Company's cost of goods sold includes net alteration expense, the   
Company's gross profit as a percentage of net sales has historically been lower 
in the first and third fiscal quarters primarily as the result of a lower level 
of net sales being spread over fixed (primarily payroll) expenses related to    
tailoring operations. In addition, quarterly results can be affected by the     
timing of the opening of new stores. Because of the seasonality of the Company's
business, results for any quarter are not necessarily indicative of the results 
that may be achieved for a full fiscal year.                                    

The following table sets forth certain unaudited quarterly results of 
operations for fiscal 1999 and 1998.                                            

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                                                        Fiscal Quarter Ended            
                                          ----------------------------------------------
                                            May 1,    July 31,   October 30, January 29,
FISCAL 1999:                                1999        1999        1999        2000(2) 
                                          --------    --------    --------    --------  
                                            (In thousands, except per share amounts)    
                                                                                        
Net sales                                 $ 44,884    $ 47,518    $ 42,091    $ 60,053  
Cost of goods sold                          28,635      31,160      26,178      42,471  
                                          --------    --------    --------    --------  
    Gross profit                            16,249      16,358      15,913      17,582  
Selling, general and administrative                                                     
        expenses                            16,710      17,591      18,080      25,451  
                                          --------    --------    --------    --------  
    Income (loss) from operations             (461)     (1,233)     (2,167)     (7,869) 
Interest expense and other income,                                                      
        net                                    247         288         364         728  
                                          --------    --------    --------    --------  
Income (loss) before income taxes             (708)     (1,521)     (2,531)     (8,597) 
Income tax provision (benefit)                (204)       (559)       (937)      1,699  
                                          --------    --------    --------    --------  
    Net income (loss)                     $   (504)   $   (962)   $ (1,594)   $(10,296) 
                                          ========    ========    ========    ========  
Earnings (loss) per share:                $  (0.02)   $  (0.04)   $  (0.06)   $  (0.38) 
                                          ========    ========    ========    ========  
Weighted average shares outstanding         27,015      27,015      27,015      27,041  
                                          --------    --------    --------    --------  
Earnings (loss) per share assuming                                                      
  dilution                                $  (0.02)   $  (0.04)   $  (0.06)   $  (0.38) 
                                          ========    ========    ========    ========  
Weighted average shares outstanding                                                     
  assuming dilution                         27,015      27,015      27,015      27,041  


                                                      Fiscal Quarter Ended              
                                          --------------------------------------------- 
                                            May 2,    August 1,  October 31, January 30,
FISCAL 1998:                                1998        1998      1998 (1)      1999    
                                          --------    --------    --------    --------  
                                            (In thousands, except per share amounts)    
                                                                                        
Net sales                                 $ 46,253    $ 51,580    $ 48,270    $ 67,505  
Cost of goods sold                          29,455      33,685      29,335      43,309  
                                          --------    --------    --------    --------  
    Gross profit                            16,798      17,895      18,935      24,196  
Selling, general and administrative                                                     
        expenses                            15,340      16,016      16,293      19,111  
                                          --------    --------    --------    --------  
    Income from operations                   1,458       1,879       2,642       5,085  
Interest expense and other income, net         757         775         768         980  
                                          --------    --------    --------    --------  
Income before income taxes and                                                          

        extraordinary item                     701       1,104       1,874       4,105  
Income tax provision (benefit)                 260         409         693       1,521  
                                          --------    --------    --------    --------  
Income before extraordinary item               441         695       1,181       2,584  
Extraordinary item, net of income tax                                                   
        benefit                               --          --           658        --    
                                          --------    --------    --------    --------  
    Net income                            $    441    $    695    $    523    $  2,584  
                                          ========    ========    ========    ========  
Earnings per share:                                                                     
    Before extraordinary item             $   0.02    $   0.03    $   0.04    $   0.10  
    Extraordinary item                        --          --         (0.02)       --    
                                          --------    --------    --------    --------  
    Earnings per share                    $   0.02    $   0.03    $   0.02    $   0.10  
                                          ========    ========    ========    ========  
Weighted average shares outstanding         26,911      26,915      26,915      27,014  
Earnings per share assuming dilution:                                                   
    Before extraordinary item             $   0.02    $   0.03    $   0.04    $   0.10  
    Extraordinary item                        --          --         (0.02)       --    
                                          --------    --------    --------    --------  
    Earnings per share assuming dilution  $   0.02    $   0.03    $   0.02    $   0.10  
                                          ========    ========    ========    ========  
    Weighted average shares                                                             
        outstanding assuming dilution       28,169      26,945      26,915      27,014  

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(1)  Third quarter 1998 restated to reflect the reclassification of the         
extraordinary item related to the early termination of the Company's  
revolving credit facility.                                            

(2)  Fourth quarter 1999 reflects an income tax adjustment of $1,699 to         
eliminate the tax benefit recorded in the prior quarters because the  
Company did not achieve its expected operating results.               

There is no difference between earnings per share and earnings per share        
assuming dilution in fiscal 1999 because the impact of common share equivalents 
is anti-dilutive.                                                               

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK              

  The Company is a retail company doing business within the United States.
Its primary market risk is exposure to interest rates fluctuations on its debt  
instruments. The Company's bank revolving credit facility bears interest at     
variable rates. The variable interest rate is the rate in effect at the end of  
fiscal 1999, and it fluctuates with the lending bank's prime rate. The change in
fair value of the Company's bank revolving credit facility resulting from a     
hypothectical 2% increase in interest rates would not be material.              

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.                            

   The financial statements and related documents that are filed with this
Report are listed in Item 14 (a) of this Report on Form 10-K.                   

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

None.                                                               

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                    

  Incorporated by reference from the Company's Proxy Statement relating to
the 2000 Annual Meeting of Shareholders to be filed pursuant to General         
Instruction G(3) to Form 10-K, except for information concerning certain        
executive officers of the Company which is set forth in Item 4.1 hereof.        

ITEM 11. EXECUTIVE COMPENSATION.                                                

  Incorporated by reference from the Company's Proxy Statement relating to
the 2000 Annual Meeting of Shareholders to be filed pursuant to General         
Instruction G(3) to Form 10-K.                                                  

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.        

  Incorporated by reference from the Company's Proxy Statement relating to
the 2000 Annual Meeting of Shareholders to be filed pursuant to General         
Instruction G(3) to Form 10-K.                                                  

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                        

  Incorporated by reference from the Company's Proxy Statement relating to
the 2000 Annual Meeting of Shareholders to be filed pursuant to General         
Instruction G(3) to Form 10-K.                                                  

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 PART IV

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

(a)  Documents filed as part of this report:                                    

    1.   List of Consolidated Financial Statements. The following consolidated
          financial statements and the notes thereto of Today's Man, Inc., which
        are attached hereto beginning on page F-1, have been incorporated by
reference into Item 8 of this Report on Form 10-K.          

      Consolidated Balance Sheets as of January 30, 1999 and January 29,
2000                                                        

    Consolidated Statements of Operations for the fiscal years ended
January 31, 1998, January 30, 1999 and January 29, 2000     

        Consolidated Statements of Shareholders' Equity for the fiscal years
 ended January 31, 1998, January 30, 1999 and January 29, 2000

    Consolidated Statements of Cash Flows for the fiscal years ended
January 31, 1998, January 30, 1999 and January 29, 2000     

Notes to Consolidated Financial Statements                  

  The Report of Independent Auditors, which covers the Company's
        consolidated financial statements appears on page F-2 of this Report
on Form 10-K.                                               

 2.   List of Exhibits filed pursuant to Item 601 of Regulation S-K. The
       following exhibits are incorporated by reference in, or filed with,
          this Report on Form 10-K. Management contracts and compensatory plans,
contracts and arrangements are indicated by "*".            

   3.   No financial statement schedules have been included because there is
     either no respective financial statement caption or there is full
     disclosure in the Notes to the Consolidated Financial Statements.

EXHIBIT NO.                                    DESCRIPTION                      
-----------                                    -----------                      

2.1(1)   Debtors' Second Amended Joint Plan of Reorganization as modified on  
December 12, 1997                                           

3.1(2)   The Company's Amended and Restated Articles of Incorporation         

3.2(2)   The Company's Amended and Restated Bylaws                            

 4.2(2)   Warrant Agreement, dated as of December 31, 1997, between Today's Man,
Inc. and Stocktrans, Inc. as warrant agent                  

4.3(2)   Form of Common Stock Purchase Warrant (incorporated by reference to  
          the form of Common Stock Purchase Warrant attached as exhibit A to the
Warrant Agreement filed as Exhibit 4.2)                     

10.1(3)   Lease between Mr. David Feld and the Company relating to the Company's
central headquarters and distribution center                

10.2(3)   Lease, as amended, between Mr. David Feld and the Company relating to 
the Center City Philadelphia store                          

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EXHIBIT NO.                                    DESCRIPTION                      
-----------                                    -----------                      

 10.3(3)   Lease between Mr. David Feld and the Company relating to the Deptford
store                                                     

 10.4(3)   Lease, as amended, between Mr. David Feld and the Company relating to
the Langhorne store                                       

 10.5(3)   Lease between Mr. David Feld and the Company relating to the lease of
a parking lot adjacent to the Montgomeryville store       

*10.6      Management Stock Option Plan                                         

*10.7(3)   401(k) Profit-Sharing Plan, as amended, and related Trust Agreement  

10.8(3)   Tax Indemnification Agreement between the Company and Mr. David Feld

10.9(5)   Amendment No. 1 to Tax Indemnification Agreement between the Company
and Mr. David Feld                                        

10.10(6)  Amended and Restated License Agreement between the Company and D&L, 
Inc.                                                      

*10.11(4)  Form of Note and Stock Pledge Agreement for Executive Equity Plan tax
loans                                                     

10.13(8)  Order of the U.S. Bankruptcy Court dated May 22, 1996 approving the 
Employee Retention Plan.                                  

10.14(8)  Order of the U.S. Bankruptcy Court dated July 25, 1996 approving the
remaining provisions of the Employee Retention Plan.      

10.15(9)  Loan and Security Agreement with Foothill Capital Corporation       

10.16(10) Loan and Security Agreement with Mellon Bank, N.A.                  

 10.17     First Amendment to Loan and Security Agreement with Mellon Bank, N.A.

10.18     Second Amendment to Loan and Security Agreement with Mellon Bank,   
N.A.                                                      

 10.19     Third Amendment to Loan and Security Agreement with Mellon Bank, N.A.

10.20     Fourth Amendment to Loan and Security Agreement with Mellon Bank,   
N.A.                                                      

 10.21     Fifth Amendment to Loan and Security Agreement with Mellon Bank, N.A.

10.22     License Agreement between the Company and Morse Shoe, Inc.          

21.1(5)   Subsidiaries of the Registrant                                      

23.1      Consent of Ernst & Young LLP                                        

27.1      Financial Data Schedule                                             

(b)  Reports on Form 8-K                                                        
None                                                                  
----------                                                                      

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(1)  Incorporated by reference to the Company's Current Report on Form 8-K    
   filed with the Securities and Exchange Commission on December 29, 1997.
(Commission File No. 0-20234).                                      

(2)  Incorporated by reference to the Company's Registration Statement on Form
 8-A filed with the Securities and Exchange Commission on December 29,
1997. (Commission File No. 0-20234).                                

(3)  Incorporated by reference to the Company's Registration Statement on Form
  S-1 (Registration No. 33-46755) filed with the Securities and Exchange
Commission on March 26, 1992.                                       

(4)  Incorporated by reference to the Company's Registration Statement on Form
  S-1 (Registration No. 33-60798) filed with the Securities and Exchange
Commission on April 9, 1993.                                        

(5)  Incorporated by reference to the Company's Quarterly Report on Form 10-Q 
 for the quarter ended October 31, 1992 (Commission File No. 0-20234).

(6)  Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended January 29, 1994 (Commission File No. 0-20234).      

(7)  Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended January 28, 1995 (Commission File No. 0-20234).      

(8)  Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended February 1, 1997 (Commission File No. 0-20234).      

(9)  Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended January 31, 1998 (Commission File No. 0-20234).      

(10)  Incorporated by reference to the Company's Annual Report on Form 10-K for 
the year ended January 30, 1999 (Commission File No. 0-20234).      

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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 on Form 10-K to
be signed on its behalf by the undersigned, thereunto duly authorized on May 15,
2000.                                                                           

TODAY'S MAN, INC. 

By: /s/DAVID FELD         
                        ------------------------------------------
David Feld        

                        Chairman of the Board, President and Chief
Executive Officer 

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report on Form 10-K has been signed below by the following persons on behalf of 
the Registrant in the capacities and on the date indicated.                     

                                                        [Enlarge/Download Table]


           Signature                               Capacity                              Date    
           ---------                               --------                              ----    
                                                                                                 
/s/ DAVID FELD                      Chairman of the Board, President and Chief       May 15, 2000
----------------------------------  Executive Officer (principal executive officer)              
David Feld                                                                                       

/s/ LARRY FELD                      Vice President, Secretary and Director           May 15, 2000
----------------------------------                                                               
Larry Feld                                                                                       

/s/ FRANK E. JOHNSON                Executive Vice President, Treasurer and          May 15, 2000
----------------------------------  Chief Financial Officer                                      
Frank E. Johnson                                                                                 

/s/ BARRY S. PINE                   Vice President, Controller and Chief             May 15, 2000
----------------------------------  Accounting Officer                                           
Barry S. Pine                                                                                    

/s/ LEONARD WASSERMAN               Director                                         May 15, 2000
----------------------------------                                                               
Leonard Wasserman                                                                                

/s/ VERNA K. GIBSON                 Director                                         May 15, 2000
----------------------------------                                                               
Verna K. Gibson                                                                                  

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 TODAY'S MAN, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Report of Independent Auditors...............................................F-2

Consolidated Balance Sheets as of January 30, 1999 and January 29, 2000......F-3

Consolidated Statements of Operations for the fiscal years ended                
      January 31, 1998, January 30, 1999 and January 29, 2000................F-4

Consolidated Statements of Shareholders' Equity for the fiscal years ended      
      January 31, 1998, January 30, 1999 and January 29, 2000................F-5

Consolidated Statements of Cash Flows for the fiscal years ended                
      January 31, 1998, January 30, 1999 and January 29, 2000................F-6

Notes to Consolidated Financial Statements...................................F-7

F-1 

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REPORT OF INDEPENDENT AUDITORS                                                  

The Board of Directors and Shareholders                                         
Today's Man, Inc.                                                               

We have audited the Consolidated Balance Sheets of Today's Man, Inc. as of      
January 29, 2000 and January 30, 1999, and the related Consolidated Statements  
of Operations, Shareholders' Equity and Cash Flows for each of the three fiscal 
years in the period ended January 29, 2000. 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 in accordance with auditing standards generally accepted
in the United States. Those standards 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. An audit    
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement       
presentation. We believe that our audits provide a reasonable basis for our     
opinion.                                                                        

In our opinion, the financial statements referred to above present fairly, in   
all material respects, the consolidated financial position of Today's Man, Inc. 
at January 29, 2000 and January 30, 1999, and the consolidated results of its   
operations and its cash flows for each of the three fiscal years in the period  
ended January 29, 2000, in conformity with accounting principles generally      
accepted in the United States.                                                  

                     /s/ ERNST & YOUNG LLP

Philadelphia, Pennsylvania                                                      
March 16, 2000, except for                                                      
Notes 5 and 11 as to                                                            
which the date is                                                               
May 11, 2000                                                                    

F-2 

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                     TODAY'S MAN, INC.

                     CONSOLIDATED BALANCE SHEETS

                                                        [Enlarge/Download Table]

                                                                         January 30,   January 29, 
                                                                            1999         2000      
                                                                        ------------  ------------ 
                                               ASSETS                                              
                                                                                                   
Current assets:                                                                                    
      Cash and cash equivalents                                         $  1,181,100  $    392,700 
      Due from credit card companies and other receivables, net of                                 
           allowance for uncollectible accounts of $61,500 and $27,200     1,535,300     1,692,900 
      Inventory                                                           34,636,600    39,334,700 
      Prepaid expenses and other current assets                            3,903,800     2,270,700 
      Prepaid inventory purchases                                          3,038,600     1,847,900 
                                                                        ------------  ------------ 
           Total current assets                                           44,295,400    45,538,900 

Property and equipment, less accumulated depreciation and                                          
      amortization                                                        32,664,900    34,235,300 
Loans to shareholders                                                        228,400       228,400 
Rental deposits and other noncurrent assets                                1,785,500     1,864,600 
                                                                        ------------  ------------ 
                                                                        $ 78,974,200  $ 81,867,200 
                                                                        ============  ============ 

                                LIABILITIES AND SHAREHOLDERS' EQUITY                               

Current liabilities:                                                                               
      Accounts payable                                                  $  5,719,400     9,014,700 
      Accrued expenses and other current liabilities                       5,827,200     6,408,300 
      Current maturities of capital lease obligations                        821,600       401,600 
                                                                        ------------  ------------ 
           Total current liabilities                                      12,368,200    15,824,600 
Capital lease obligations, less current maturities                           216,000       936,600 
Deferred rent and other                                                    4,750,000     4,559,800 
Obligation under revolving credit facility                                 8,945,700    21,145,100 
                                                                        ------------  ------------ 
                                                                          26,279,900    42,466,100 
Shareholders' equity:                                                                              
Preferred stock, no par value, 5,000,000 shares authorized, none                                   
      issued                                                                    --            --   
Common stock, no par value, 100,000,000 shares authorized,                                         
      27,014,485 and 27,040,725 shares issued and outstanding at                                   
      January 30, 1999 and January 29, 2000 respectively                  48,451,200    48,513,700 
Retained earnings (accumulated deficit)                                    4,243,100    (9,112,600)
                                                                        ------------  ------------ 
Total shareholders' equity                                                52,694,300    39,401,100 
                                                                        ------------  ------------ 
                                                                        $ 78,974,200  $ 81,867,200 
                                                                        ============  ============ 

                     See accompanying notes.

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               TODAY'S MAN, INC.

               CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]

                                                        For the Fiscal Years Ended            
                                              ----------------------------------------------- 
                                                January 31,     January 30,       January 29, 
                                                  1998            1999              2000      
                                              -------------    -------------    ------------- 
                                                (52 weeks)      (52 weeks)        (52 weeks)  
                                                                                              
Net sales                                     $ 214,148,000    $ 213,608,600    $ 194,545,700 

Cost of goods sold                              138,075,100      135,784,100      128,444,200 
                                              -------------    -------------    ------------- 

      Gross profit                               76,072,900       77,824,500       66,101,500 

Selling, general and administrative expenses     65,819,800       66,760,300       77,830,600 
                                              -------------    -------------    ------------- 

      Income (loss) from operations              10,253,100       11,064,200      (11,729,100)

Reorganization items:                                                                         

      Professional fees and other                 7,865,000             --               --   

      Interest income                            (1,096,000)            --               --   
                                              -------------    -------------    ------------- 

Net reorganization items                          6,769,000             --               --   

Interest expense                                  7,759,900        3,200,600        1,606,400 

Other expense, net                                   26,000           79,600           20,200 
                                              -------------    -------------    ------------- 

     Income (loss) before income taxes                                                        
           and extraordinary item                (4,301,800)       7,784,000      (13,355,700)

Provision for income taxes                             --          2,882,500             --   
                                              -------------    -------------    ------------- 

Income (loss) before extraordinary item          (4,301,800)       4,901,500      (13,355,700)

Extraordinary item, net of income tax                                                         
      benefit of $386,600                              --            658,400             --   
                                              -------------    -------------    ------------- 
      Net income (loss)                       $  (4,301,800)   $   4,243,100    $ (13,355,700)
                                              =============    =============    ============= 

Basic and diluted earnings per share                                                          
      before extraordinary item               $       (0.39)   $        0.18    $       (0.49)

Basic and diluted earnings per share                                                          
      from extraordinary item                          --              (0.02)            --   

                                              -------------    -------------    ------------- 
Basic and diluted earnings per share          $       (0.39)   $        0.16    $       (0.49)
                                              =============    =============    ============= 

Weighted average shares outstanding              11,063,275       27,013,125       27,040,628 

               See accompanying notes.

               F-4

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               TODAY'S MAN, INC.

               CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                        [Enlarge/Download Table]

                                                                 COMMON STOCK                 
                                                 -------------------------------------------- 
                                                    NUMBER                         RETAINED   
                                                      OF                           EARNINGS   
                                                    SHARES          AMOUNT         (DEFICIT)  
                                                 ------------    ------------    ------------ 
                                                                                              
Balances at February 1, 1997                       10,861,005    $ 38,269,100    $(23,014,400)

      Issuance of shares pursuant to rights                                                   
         offering                                   8,145,753      16,291,500            --   

      Issuance of shares in settlement of pre-                                                
         petition claims                            8,257,280      19,524,800            --   

      Issuance of shares to employees                  10,550          30,300            --   

      Net loss                                           --              --        (4,301,800)

      Quasi-reorganization as of January 31,                                                  
          1998                                           --       (27,316,200)     27,316,200 
                                                 ------------    ------------    ------------ 

Balances at January 31, 1998                       27,274,588      46,799,500            --   

      Exercise of stock options                           800           1,900            --   

      Issuance of shares to employees                     820           2,400            --   

      Benefit of net operating loss                                                           
          carryforwards                                  --         2,495,900            --   

      Exercise of stock purchase warrants               2,576           7,000            --   

      Adjustment of shares due to settlement of                                               
          pre-petition claims                        (264,299)       (855,500)           --   

      Net income                                         --              --         4,243,100 
                                                 ------------    ------------    ------------ 

Balances at January 30, 1999                       27,014,485    $ 48,451,200    $  4,243,100 

Exercise of stock purchase warrants                       150             400            --   

Adjustment of shares due to settlement of pre-                                                
      petition claims                                  26,090          62,100            --   

Net loss                                                 --              --       (13,355,700)

                                                 ------------    ------------    ------------ 
Balances at January 29, 2000                       27,040,725    $ 48,513,700    $ (9,112,600)
                                                 ============    ============    ============ 

               See accompanying notes.

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                                           TODAY'S MAN, INC.

                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                        [Enlarge/Download Table]

                                                                                For the Fiscal Years Ended              
                                                                        ----------------------------------------------- 
                                                                         January 31,      January 30,      January 29,  
                                                                            1998             1999             2000      
                                                                        -------------    -------------    ------------- 
                                                                                                                        
Operating activities:                                                                                                   
      Net income (loss)                                                 $  (4,301,800)   $   4,243,100    $ (13,355,700)
      Adjustments  to reconcile net income (loss) to net cash provided                                                  
         by (used in) operating activities:                                                                             
           Depreciation expense                                             2,215,000        2,548,800        3,537,900 
           Amortization expense                                             1,575,400          881,900          949,000 
           Provision for uncollectible accounts                                                                         
                receivable                                                    142,300          183,700          (34,300)
           Accretion of debt discount                                          36,500             --               --   
           Deferred rent and other                                            (91,300)        (567,200)        (190,200)
           Extraordinary item                                                    --          1,045,000             --   
           Charge in lieu of income taxes                                        --          2,882,500             --   
      Changes in operating assets and liabilities:                                                                      
           Restricted cash                                                (11,005,500)      11,005,500             --   
           Decrease (increase) in receivables                                  20,700          417,400         (123,300)
           Decrease (increase) in inventory                                (6,015,500)          15,500       (4,698,100)
           Decrease (increase) in prepaid expenses                            230,400         (749,200)       2,823,800 
           (Decrease) increase in payables, accrued                                                                     
                expenses and liabilities subject to                                                                     
                settlement                                                 12,085,500         (909,100)       3,876,400 
           (Increase) decrease in other noncurrent                                                                      
                assets                                                       (310,000)        (431,600)        (226,700)
      Payment of liabilities subject to settlement                        (42,329,700)      (9,236,000)            --   
      Charges due to reorganization activities:                                                                         
                Reorganization costs                                        6,769,000             --               --   
                Payment of reorganization costs                            (4,101,000)            --               --   
                                                                        -------------    -------------    ------------- 
      Total adjustments                                                   (40,778,200)       7,087,200        5,914,500 
                                                                        -------------    -------------    ------------- 
Net cash provided by (used in) operating activities                       (45,080,000)      11,330,300       (7,441,200)
Investing activities:                                                                                                   
      Capital expenditures                                                 (1,306,100)      (3,871,600)      (5,841,500)
      Fixtures and equipment in process                                       (20,500)        (649,800)         (68,200)
                                                                        -------------    -------------    ------------- 
Net cash used in investing activities                                      (1,326,600)      (4,521,400)      (5,909,700)
Financing activities:                                                                                                   
      Repayment of capital leases                                          (1,396,700)      (1,226,200)         300,600 
      Proceeds from exercise of stock options and                                                                       
           common stock purchase warrants                                        --             11,300           62,500 
      Proceeds from sale of common stock                                   12,964,900             --               --   
      Proceeds from term loan                                              12,500,000             --               --   
      Borrowings under revolving credit facility                            3,972,000       97,837,100      180,809,800 
      Repayment of term loan and revolving credit facility                 (4,340,100)    (102,469,500)    (168,610,400)
                                                                        -------------    -------------    ------------- 
Net cash provided by (used in) financing                                                                                
                Activities                                                 23,700,100       (5,847,300)      12,562,500 
Net increase (decrease) in cash and cash equivalents                      (22,706,500)         961,600         (788,400)
Cash and cash equivalents at beginning of year                             22,926,000          219,500        1,181,100 
                                                                        -------------    -------------    ------------- 
Cash and cash equivalents at end of year                                $     219,500    $   1,181,100    $     392,700 
                                                                        =============    =============    ============= 

                                           See accompanying notes.

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 TODAY'S MAN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BANKRUPTCY REORGANIZATION                                                    

Reorganization Proceedings. On December 12, 1997, the United States   
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") entered  
an order dated December 12, 1997 confirming the Company's Second Amended Joint  
Plan of Reorganization (the "Reorganization Plan") proposed by Today's Man, Inc.
("the Company") and certain of its subsidiaries. On December 31, 1997, the      
Reorganization Plan became effective and the Company emerged from bankruptcy    
reorganization proceedings. Those proceedings had begun on February 2, 1996 when
the Company and certain of its subsidiaries filed voluntary petitions in seeking
to reorganize under Chapter 11 of the U.S. Bankruptcy Code.                     

     Pursuant to the Reorganization Plan, the Company paid an aggregate of $51.0
million and issued 9,656,269 shares of Common Stock to its creditors in         
settlement of $73.3 million of outstanding indebtedness, including post-petition
interest. Under the Reorganization Plan, holders of the Company's Common Stock  
received for each share of old Common Stock: (1) one share of new Common Stock  
and (2) 0.5 of a Common Stock Purchase Warrant ("Warrant"). Each whole Warrant  
entitles the holder to purchase one share of New Common Stock at an exercise    
price of $2.70 per share at any time on or before the expiration date of        
December 31, 1999. During fiscal 1999, the expiration date of the Warrants was  
extended to January 2, 2001. At January 30, 1999 approximately $1,100,000       
remained to be distributed; these amounts were distributed in April 1999. A     
total of 5,430,503 Warrants were issued to the Company's pre-reorganization     
shareholders.                                                                   

2. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES                  

DESCRIPTION OF BUSINESS                                               

The Company operates menswear superstores specializing in tailored    
clothing, furnishings and accessories and sportswear. The Company also offers   
footwear through licensed shoe departments. The superstores are located in the  
Greater Philadelphia, Washington, D.C., Baltimore and New York Markets.         

QUASI-REORGANIZATION                                                  

     As of January 30, 1998, the Company effected a quasi-reorganization through
the application of $27,316,200 of its $74,115,700 Common Stock account to       
eliminate its retained deficit. The Company's Board of Directors decided to     
effect a quasi-reorganization given that the Company had completed its          
restructuring, obtained long-term financing and successfully emerged from       
bankruptcy. The Company's retained deficit was related to operations that       
resulted in the restructuring of the Company and losses incurred during the     
Chapter 11 proceeding and was not, in management's view, reflective of the      
Company's financial condition.                                                  

FINANCIAL REPORTING FOR BANKRUPTCY PROCEEDINGS                        

The American Institute of Certified Public Accountants Statement of   
Position 90-7, "Financial Reporting by Entities in Reorganization Under the     
Bankruptcy Code" ("SOP 90-7"), provides guidance for financial reporting by     
entities that have filed petitions with the Bankruptcy Court and expect to      
reorganize under Chapter 11 of the Bankruptcy Code.                             

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 TODAY'S MAN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Under SOP 90-7, the financial statements of an entity in a Chapter 11 
reorganization proceeding should distinguish transactions and events that are   
directly associated with the reorganization from those of the operations of the 
ongoing business as it evolves. Accordingly, SOP 90-7 requires the following    
financial reporting/accounting treatments with respect to each of the financial 
statements.                                                                     

Consolidated Statement of Operations                                  

     Pursuant to SOP-90-7, revenues and expenses, realized gains and losses, and
provisions for losses resulting from the reorganization of the business are     
reported in the Consolidated Statement of Operations separately as              
reorganization items. Professional fees are expensed as incurred. Interest      
expense of $7,264,000, in fiscal 1997, was recorded as part of the settlement   
negotiated with the Official Committee of the Unsecured Creditors.              

Consolidated Statement of Cash Flows                                  

Reorganization items are reported separately within the operating,    
investing and financing categories of the Consolidated Statement of Cash Flows. 

CREDIT CARD RECEIVABLES                                               

 The Company sells through third-party credit cards and collects related
receivables, generally within four days.                                        

INVENTORY                                                             

    Inventory consisting of merchandise held for sale is valued at cost, using
the retail method, which is not in excess of market.                            

PREPAID INVENTORY PURCHASES                                           

Prepaid inventory purchases includes costs associated with merchandise
acquired which has not been received as of the Consolidated Balance Sheet date. 

PROPERTY AND EQUIPMENT                                                

    Property and equipment is stated at cost. Depreciation and amortization is
computed using the straight-line method for financial reporting purposes and    
accelerated methods for tax purposes over the estimated useful lives of the     
assets, ranging from 3-22 years, or the terms of applicable leases, if shorter  
and accelerated methods for tax purposes.                                       

CASH AND CASH EQUIVALENTS                                             

For purposes of the Consolidated Statements of Cash Flows, the Company
considers all highly liquid investments purchased with an initial maturity of   
three months or less to be cash equivalents. The Company held no such           
investments as of January 30, 1999 and January 29, 2000.                        

PRINCIPLES OF CONSOLIDATION                                           

   The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly-owned. All significant            
intercompany accounts and transactions are eliminated. The Company operates on a
52-53 week with fiscal year end being the Saturday closest to January 31.       

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 TODAY'S MAN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

EARNINGS (LOSS) PER COMMON SHARE                                      

   Earnings per share is calculated following Financial Accounting Standards
Board issued Statement No. 128 Earnings per Share. Statement 128 requires       
companies to present basic and diluted earnings per share. Basic earnings per   
share excludes any dilutive effect of outstanding stock options whereas diluted 
earnings per share include the effect of such items. There is no difference     
between basic and diluted earnings per share because the effect of the Company's
common share equivalents would not be dilutive.                                 

USE OF ESTIMATES                                                      

 The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates  
and assumptions that affect amounts reported in the consolidated financial      
statements and accompanying notes. Actual results could differ from those       
estimates.                                                                      

RECLASSIFICATIONS                                                     

   Certain amounts in prior years have been reclassified to conform with the
current year presentation.                                                      

PREOPENING COSTS                                                      

     Non-capital costs associated with the opening of new locations are expensed
in the year of opening.                                                         

ADVERTISING                                                           

The Company utilizes both broadcast and print advertising and expenses
related costs as incurred. Advertising expense was $11,198,500, $12,246,000 and 
$17,671,500 for the fiscal years 1997, 1998 and 1999, respectively.             

REVENUE RECOGNITION                                                   

The Company recognizes revenue at the point of sale.                  

COMPANY OPERATIONS                                                    

   The Company's financial statements have been presented on a going concern
basis, which contemplates the realization of assets and the satisfaction of     
liabilities in the normal course of business. In fiscal 1999, the Company       
incurred a net loss of $13,355,700 and its operations required a net use of cash
of $7,441,200. The net loss was caused mainly by a significant shortfall in     
revenues, a decline in gross profit and advertising spending on a branding      
campaign that was not effective.                                                

The Company has been substantially dependent upon borrowings under its
credit facility to finance its operations and received an amended credit        
facility from Mellon in May 2000, which allows the Company additional liquidity 
through an over-advance facility through November 30, 2000 as further discussed 
in Note 5. Additionally, the Company is in the process of implementing a plan to
reverse the trend of losses noted above. Management's plans implemented thus    
far, as well as actions initiated that will continue into fiscal 2000 include,  
the execution of the amended credit facility, a layoff of non-operating         
personnel in January 2000, the reduction in advertising spending and focus on   
their traditional advertising approach, and the closing of three                
under-performing stores in April 2000.                                          

Management believes the cash requirements in 2000 will be generated by
operations and borrowings on the Company's credit facility. Management also     
believes that the actions initiated and its 2000 plans will result in the       
successful funding of its working capital and cash requirements while enabling  
them to meet their financial covenants under their credit facility.             

RECENT ACCOUNTING PRONOUNCEMENTS                                      

    Included in net sales are gross sales from our licensed shoe department of
$12,642,600, $12,208,100, and $10,357,600 for 1997, 1998 and 1999, respectively.
In December 1999 the Securities and Exchange Commission (SEC) issued Staff      
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements",     
which effectively changes previous guidance related to the recording of licensed
business revenues for retail companies. In fiscal 2000, the Company will change 
its method of recording licensed shoe department sales. This change will reduce 
reported sales and reported expenses, but have no impact on operating or net    
income.                                                                         

3. PROPERTY AND EQUIPMENT                                                       

Property and equipment is summarized as follows:                      

                                         January 30,     January 29,
                                        1999            2000
                                        ------------    ------------

Furniture, fixtures and signs                 $  5,083,400    $  6,741,900      
Leasehold improvements                          32,765,500      33,099,600      
Data processing equipment                        5,048,200       7,934,200      
Fixtures and equipment under capital leases      5,963,600       7,119,800      
Fixtures and equipment in process                  649,800          68,200      
                                        ------------    ------------
Gross property and equipment                49,510,500      54,963,700  
Accumulated depreciation                       (13,443,600)    (16,525,000)     
Accumulated amortization of equipment under                                     
capital leases                              (3,402,000)     (4,203,400) 
                                        ------------    ------------
Net property and equipment                $ 32,664,900    $ 34,235,300  
                                        ============    ============

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 TODAY'S MAN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Property and equipment accounts and their associated accumulated      
depreciation accounts are reduced to "0" when the asset's useful life has       
expired. Depreciation and amortization expense related to property and equipment
was $3,258,500, $3,441,700 and $4,339,400 for fiscal years 1997, 1998 and 1999, 
respectively. Fixtures and equipment in process includes items for new systems, 
equipment, and stores which as of the respective financial statement date have  
not been placed into service.                                                   

4. RELATED PARTY TRANSACTIONS                                                   

Certain of the Company's superstores and its executive offices and    
distribution center are leased from the Company's Chairman, President and Chief 
Executive Officer (CEO). Rent expense on these locations was $1,702,400,        
$1,789,400 and $1,817,300 for the fiscal years ended January 31, 1998, January  
30, 1999 and January 29, 2000, respectively. Pursuant to the Company's Plan of  
Reorganization, the Company's CEO was paid approximately $900,000 in settlement 
of pre-petition obligations arising from leases with the Company. In addition,  
the CEO received a $3.3 million credit to be used towards the purchase of stock 
in the equity offering and 938,190 additional shares of common stock in         
satisfaction of his $5.0 million subordinated loan and accrued interest.        

Included in the schedule of operating lease commitments in Note 7 are 
required payments on leases with the Company's CEO for its principal offices and
distribution center as well as certain stores, totaling $1,728,300 for each of  
the next five years and $10,699,200 thereafter.                                 

     Certain of the leases require increasing payments based upon changes in the
Consumer Price Index.                                                           

5. DEBT                                                                         

   As more completely described in Note 1, all amounts outstanding under the
Company's pre-petition debt facilities were satisfied pursuant to the Company's 
Plan of Reorganization, including claims for post-petition interest. Upon       
satisfaction of the obligations, any and all liens were removed by the          
pre-petition debt holders.                                                      

On December 31, 1997, the Company entered into a Loan and Security    
Agreement with Foothill Capital Corporation ("Foothill"), individually and as   
agent. The Loan and Security Agreement provided for a $12.5 million term loan   
and a $30.0 million revolving credit facility. The Company granted Foothill     
Capital Corporation a lien on its tangible and intangible assets to secure this 
term loan and revolving credit facility. Proceeds from these loans were used to 
fund a portion of the Company's Plan of Reorganization.                         

     On December 4, 1998, the Company entered into a Loan and Security Agreement
with Mellon Bank, N.A., ("Mellon") individually and as agent. The Loan and      
Security Agreement provided for a $45.0 million revolving credit facility with a
$20.0 million sublimit for letters of credit. The Mellon Loan and Security      
Agreement contains financial covenants including tangible net worth,            
indebtedness to tangible net worth and fixed charge coverage ratios, and        
limitations on new store openings and capital expenditures as well as           
restrictions on the payment of dividends. The Company granted Mellon a lien on  
its tangible and intangible assets to secure this revolving credit facility.    

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Proceeds from this loan were used to refinance the Company's previous revolving 
credit facility and term loan from Foothill Capital Corporation. As a result of 
this refinancing, the Company incurred a prepayment penalty of approximately    
$720,000 and wrote off approximately $640,000 of unamortized debt issuance      
costs. These amounts were offset by approximately $315,000 in accrued debt      
discount and related liabilities and approximately $387,000 in income tax       
benefits related to this extraordinary item.                                    

 The Mellon revolving credit facility bore interest at the option of the
Company at prime (8.50% at January 29, 2000) or LIBOR plus a margin ranging from
1.75% to 3.25% depending upon the Company's EBITDA. Availability under the      
revolver is determined by a formula based on inventory and credit card          
receivables, less applicable reserves.                                          

   In April 1999, the Company and Mellon amended the Loan Agreement to allow
for the inclusion of participant lenders and to modify certain other provisions 
including the tangible net work and fixed charge coverage ratio covenant.       

During the fourth quarter of fiscal 1999, the Company was projecting a
liquidity shoftfall in early fiscal 2000 under its revolving credit facility. To
address the liquidity shortfall, the Company obtained a temporary over-advance  
of $4.5 million above its calculated borrowing base from Mellon on February 11, 
2000. In addition, the Company and Mellon agreed to recast certain financial    
covenants to reflect the year-end operating results. On March 15, 2000, the     
Company and Mellon entered into amendment No. 3 to the Loan and Security        
Agreement. The revolving credit facility was reduced to $35.0 million with a    
$15.0 million sublimit for letters of credit. Within the credit facility is an  
over-advance facility of $4.5 million above the calculated borrowing base which 
is reduced to $3.4 million on May 15, 2000 and $2.5 million on June 16, 2000 and
expires on June 30, 2000. The revolving credit facility expires on March 15,    
2002 and bears interest at 0.75% per annum above Mellon Bank's prime rate. The  
amended Agreement recast all of the Company's financial covenants as of and for 
the year ended January 29, 2000 and for the remaining term of the loan          
agreement. The Agreement contains financial covenants related to tangible net   
worth, indebtedness to tangible net worth, fixed charge coverage ratios, maximum
net loss per month, and limitations on new store openings and capital           
expenditures as well as restrictions on the payments of dividends. Additionally,
Mr. David Feld, the Chairman and CEO agreed to provide additional collateral to 
secure the credit facility. The Company was in compliance with all covenants    
under the amended Agreement as of January 29, 2000. The amended bank Agreement  
also includes a termination fee of $1.0 million if the Company terminates the   
facility before March 15, 2001, and $700,000 if termination occurs from March   
16, 2001 through March 14, 2002.                                                

On May 1, 2000 the Company and Mellon entered into Amendment 4 to     
include Todaysman.com, a subsidiary of the Company, into the revolving          
credit facility.                                                                

 On May 11, 2000, the Company and Mellon entered into Amendment 5 to the
revolving credit facility. The agreement amends the credit facility to extend   
the over-advance facility of $2,500,000 which previously expired on June 30,    
2000 to August 15, 2000. The over-advance is reduced to $2,250,000 on August 16,
2000, $1,250,000 on September 16, 2000, $1,000,000 on October 16, 2000 and      
expires on November 30, 2000. Amendment 5 also revised certain financial        
covenants to provide a waiver for the $4.0 million charge to operations caused  
by the store closings dicussed in Note 11. The amendment also provided for a    
reduction in the credit facility from $35 million to $30 million effective on   
November 30, 2000. The termination fee was also increased to $1,050,000 if the  
facility is terminated on or before March 14, 2002.                             

6. COMMITMENTS AND CONTINGENCIES                                                

    The Company leases its stores and distribution center under non-cancelable
operating leases. Several stores and the Company's distribution center are      
leased from the Company's Chairman and CEO. (See Note 4) In addition, certain   
equipment leases are classified as capital leases. The following is a schedule  
by year of the future minimum lease payments for leases with initial terms in   
excess of one year at January 29, 2000:                                         

                                                Capital      Operating
                                               Leases       Leases
                                               -----------   -----------

2000                                               $   540,500   $13,984,400    
2001                                                   331,900    13,089,200    
2002                                                   330,600    11,967,100    
2003                                                   313,200    10,789,800    
2004                                                   203,100     8,155,200    
Thereafter                                                 100    38,328,600    
                                               -----------   -----------
Total minimum lease payments                         1,719,400   $96,314,300    
                                                             ===========
Less:                                                                           
Amounts representing interest                     381,200             
                                 -----------
Present value of net minimum lease payments   $ 1,338,200             
                                 ===========

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     Total rent expense for the fiscal years ended January 31, 1998, January 30,
1999 and January 29, 2000 was, $11,825,000, $12,087,100, and $12,963,600        
respectively.                                                                   

The distribution center lease provides for payment of direct operating
costs including real estate taxes. Certain store leases provide for increases in
rentals when sales exceed specified levels. To date, no such payments have been 
required.                                                                       

Certain store leases provide for predetermined escalations in future  
minimum annual rentals. The pro rata portion of future minimum rent escalations,
amounting to $3,135,400 and $2,945,200 at January 30, 1999 and January 29, 2000 
respectively, has been included in Deferred rent and other in the accompanying  
Consolidated Balance Sheet.                                                     

The Company is involved in routine legal proceedings incidental to the
conduct of its business. Management believes that none of these routine legal   
proceedings will have a material adverse effect on the financial condition or   
results of operations of the Company. The Company maintains general liability   
insurance coverage in amounts deemed adequate by management.                    

7. PROFIT SHARING PLAN                                                          

    The Company has a profit sharing plan under Section 401(k) of the Internal
Revenue Code. The plan allows all eligible employees to defer up to 6% of their 
income on a pretax basis through contributions to the plan. Under the provisions
of the plan, the Company matches 40% of the employees' contributions subject to 
a maximum limit.                                                                

   The charge to operations for Company contributions was $279,000, $287,600
and $327,200 for the years ended, January 31, 1998, January 30, 1999 and January
29, 2000, respectively.                                                         

   On the termination of the Company's Executive Equity Plan in fiscal 1991,
the Company provided loans to the Plan's participants to fund any federal and   
state income taxes relating to the issuance of the shares. The loans bear       
interest at 1% above the prime lending rate as established by the Company's     
principal lender. All principal and accrued interest was due on April 14, 1996. 
Loans are collateralized by the participants' shares of Common Stock. At this   
time, the Company has made no decision relative to the collection of these      
loans.                                                                          

8. SUPPLEMENTAL CASH FLOW INFORMATION                                           

                                                        [Enlarge/Download Table]

                                                               For the Fiscal Years Ended       
                                             -------------------------------------------------- 
                                              January 31,          January 30,       January 29,
                                                 1998                 1999              2000    
                                             -------------         ----------        ---------- 
                                                                                                
Interest paid                                $   7,723,400         $3,367,600        $1,741,800 
Noncash investing and financing activities:                                                     
Settlement of pre-petition obligations                                                          
     through issuance of shares of Common                                                       
     stock and Credit for stock rights       $ 22,845,900          $     --          $     --   

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. INCOME TAXES                                                                 

A reconciliation of the effective tax rate with the statutory federal 
income tax rate follows:                                                        

                                          For the Fiscal Years Ended
                                             -----------------------------------
                                             January 31, January 30, January 29,
                                           1998         1999        2000
                                           ------       -----       ------
Statutory federal income tax rate              34.0%       34.0%        34.0%   
State income tax, net of federal income tax                                     
  effects                                    --          --           --
Effect of permanent differences               (18.3)        0.5         (0.3)   
Income tax valuation allowance                (15.7)         --        (33.7)   
Other                                            --          --           --    
Quasi reorganization equity accounting           --         2.5           --    
                                           ------       -----       ------
                                              --%       37.0%          --%
                                           ------       -----       ------

   The components of the deferred tax assets and liabilities are as follows:

                                       January 30,       January 29,
                                      1999              2000
                                      ------------      ------------
Deferred tax assets:                                                            
Accrued liabilities                    $     88,100      $    313,300 
Inventory                                   434,500           486,600 
Net operating loss carryforward           9,220,100        13,172,100 
AMT credit carryforward                     394,300           394,300 
Leases                                    1,273,000         1,180,700 
Bad debts                                    25,000             5,100 
Other                                        49,700            49,700 
                                      ------------      ------------
Total deferred tax assets                     11,484,700        15,601,800      
Less:  deferred tax valuation allowance      (10,270,100)      (14,903,100)     
                                      ------------      ------------
Net deferred tax assets                        1,214,600           698,700      
                                      ------------      ------------
Deferred tax liabilities:                                                       
Property and equipment, including                                     
   capital leases                          678,200           281,500
Other                                       936,400           817,200 
                                      ------------      ------------
                                         1,614,600         1,098,700
                                      ------------      ------------
Net deferred tax liability                  $    400,000      $    400,000      
                                      ============      ============

     The valuation allowance against deferred tax assets increased by $4,633,000
in fiscal 1999 due to the increase in net operating loss carryforwards.         

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

     As a result of the Company's quasi-reorganization (see Note 2), the Company
is required to record a charge in lieu of income taxes for federal and state    
taxes that are eliminated by the utilization of tax benefits existing at the    
quasi-reorganization date, and result in an increase to contributed capital. At 
January 29, 2000, there is no charge in lieu of income taxes being reflected due
to the post quasi-reorganization loss. As of January 29, 2000, the Company has  
remaining $10,588,000 of tax attributes that will be credited to additional paid
in capital when realized.                                                       

At January 29, 2000, the Company had available for carryforward net   
operating losses (for federal tax purposes) of $28,627,600 and a minimum tax    
credit carryover of $394,000. The NOL carryforwards expire in 2012 through 2019;
the minimum tax credits can be carried forward indefinitely. Additionally, at   
January 29, 2000, the Company had available carryforward losses for state tax   
purposes in the states in which the Company does business. These deferred tax   
assets are fully offset by the valuation allowance.                             

10. STOCK OPTION PLANS                                                          

Pursuant to the Plan of Reorganization: (i) the existing employee and 
director stock option plan and all existing options thereunder were canceled and
(ii) the Management Stock Option Plan ("Management Plan") was adopted. At       
January 29, 2000, the Company had outstanding options to purchase an aggregate  
of 1,911,900 shares of Common Stock under the Management Stock Option Plan. The 
following tables summarize activity in fiscal 1997, fiscal 1998 and fiscal 1999.

MANAGEMENT STOCK OPTION PLAN

       Number of
                           Shares Under   Exercise Price Per
                       Option            Share
                       ----------      -------------
Outstanding at February 1, 1997            --         --                        

Options issued December 31, 1997      2,247,500      $2.38                      

Exercised                                  --         --                        
                       ----------      -------------

Outstanding at January 31, 1998       2,247,500      $2.38                      

Options issued                           44,000      $1.31 - $2.38              

Options cancelled                      (293,200)     $2.38                      

Exercised                                  (800)     $2.38                      
                       ----------      -------------

Outstanding at January 30, 1999       1,997,500      $1.31 - $2.38              

Options issued                          362,500      $1.28 - $2.38              

Options cancelled                      (448,100)     $2.38                      
                       ----------      -------------

Outstanding at January 29, 2000       1,911,900      $1.28 - $2.38              
                       ==========      =============

Exercisable at January 29, 2000       1,323,200      $1.28 - $2.38              
                       ==========      =============

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 TODAY'S MAN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Options to purchase an aggregate of 2,450,000 shares of Common Stock may be     
granted pursuant to the Management Stock Option Plan. Options are granted at the
fair market value at the date of grant. At January 29, 2000, 537,300 shares were
available for grant. The unexercisable options issued vest over three years. All
options issued expire ten years from the date of grant.                         

   The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related             
interpretations in accounting for its employee stock options. Under APB 25,     
because the market price of the Company's employee stock options equals the     
market price of the underlying stock on the date of grant, no compensation      
expense is recognized.                                                          

Pro-forma information regarding net income and earnings per share is  
required using the alternative fair value accounting provided for under FASB    
Statement No. 123. The fair value for these options was estimated at the date of
the grant using a Black-Scholes option pricing model with the following weighted
average assumptions:                                                            

                                                                [Download Table]

                                                                 1998   1999 
                                                                 ----   ---- 
                                                                             
Risk-free interest rate                                          6.0%   6.0% 
Dividend yield                                                   0%     0%   
Volatility factor of the expected market price of the Company's              
common stock                                                     0.702  0.626
Weighted average expected life of the options                    5      5    

Fair Value of options issued in which the exercise price equals fair value was  
$1.52, $1.36 and $0.86 as of January 31, 1998 January 30, 1999 and January 29,  
2000, respectively. The fair value of options issued in which the exercise price
is greater than fair value was $0.23 as of January 29, 2000.                    

For purposes of pro-forma disclosure, the estimated fair value of the 
options issued as part of the Management Plan is amortized to expense in        
accordance with the options vesting period. The Company's pro-forma information 
is as follows:                                                                  

                                              1998                1999
                                              ----                ----
      Pro-Forma net income (loss)              $3,672,600          $(13,810,200)
Pro-Forma earnings per share:                                       
      Basic and diluted                             $0.14                $(0.51)
                                                    =====                =======

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. SUBSEQUENT EVENT                                                            

    In April 2000, the Company decided to close three under-performing stores,
including one store located in a building owned by the Company's CEO. The       
closing of the three stores will result in a charge to operations in the first  
equarter of fiscal 2000 of approximately $4 million for the write-off of        
furniture and fixtures and lease termination costs. The three stores which      
generated sales of $13,192,000 of sales in fiscal 1999 are expected to be closed
by September, 2000.                                                             

  F-16

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                                                        [Enlarge/Download Table]
                                                                                                      
DIRECTORS                                                        CORPORATE OFFICES                    
DAVID FELD                                                       835 Lancer Drive                     
Chairman of the Board, President and Chief Executive Officer     Moorestown, New Jersey 08057         
Today's Man, Inc                                                 Telephone:  (856) 235-5656           

                                                                 INDEPENDENT AUDITORS                 
LEONARD WASSERMAN                                                Ernst & Young LLP                    
                                                                 Two Commerce Square                  
LARRY FELD                                                       2001 Market Street                   
Vice President, Store Development and Secretary                  Philadelphia, Pennsylvania 19103     
Today's Man, Inc.                                                                                     

                                                                 COUNSEL                              
VERNA GIBSON                                                     Blank Rome Comisky & McCauley LLP    
Partner, Retail Options, Inc.                                    One Logan Square                     
                                                                 Philadelphia, Pennsylvania 19103-6998

EXECUTIVE OFFICERS                                               TRANSFER AGENT AND REGISTRAR         
                                                                 StockTrans, Inc.                     
DAVID FELD                                                       Seven East Lancaster Avenue          
Chairman of the Board, President and Chief Executive             Ardmore, Pennsylvania 19003          
Officer                                                                                               

FRANK E. JOHNSON                                                                                      
Executive Vice President, Chief Financial Officer and Treasurer                                       

DAVID MANGINI                                                                                         
Executive Vice President, Chief Merchandising Officer                                                 

LARRY FELD                                                                                            
Vice President, Store Development and Secretary                                                       

BARRY PINE                                                                                            
Vice President and Controller                                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		1/31/06		7
		3/15/02		18		36
		3/14/02		18		36
		2/2/02		2					10-K,  NT 10-K
		3/16/01		18		36
		3/15/01		18		36
		2/3/01		2					10-K/A,  10-K405
		1/2/01		5		32
		11/30/00		19		36
		10/16/00		19		36
		9/16/00		19		36
		8/16/00		19		36
		8/15/00		19		36
		6/30/00		18		36			DEF 14A
		6/16/00		18		36
		5/16/00		18
Filed on:		5/15/00		25		36
		5/11/00		19		36
		5/1/00		19		36
		4/28/00		1		13			NT 10-K
		4/19/00		1		13
		3/16/00		27
		3/15/00		18		36
		2/11/00		18		36
For Period End:		1/29/00		1		40			10-K/A,  NT 10-K
		12/31/99		32
		12/2/99		16
		1/30/99		2		40			10-K,  10-K/A
		12/4/98		16		35
		1/31/98		2		40			10-K405
		1/30/98		32
		1/2/98		13
		12/31/97		6		35
		12/29/97		6		24			8-A12B,  8-A12G,  8-K
		12/12/97		6		32			8-K
		10/14/97		6
		2/1/97		2		39			10-K
		7/25/96		23
		5/22/96		23
		4/14/96		37
		2/3/96		2
		2/2/96		6		32
		1/28/95		2		24
		1/29/94		2		24
		4/9/93		24
		1/30/93		2
		10/31/92		24
		3/26/92		24
		2/1/92		2
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