<PAGE>   1
                                    FORM 10-K
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended        FEBRUARY 3, 2001

Commission File No.                   0-6319

                              JACOBSON STORES INC.
 ------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

           MICHIGAN                                38-0686330
------------------------------------------------------------------------------
   (STATE OF INCORPORATION)            (I.R.S. EMPLOYER IDENTIFICATION NO.)

                 3333 SARGENT ROAD, JACKSON, MICHIGAN 49201-8847
------------------------------------------------------------------------------
          (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)

Registrant's telephone number, including area code: 517-764-6400

Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

Securities registered pursuant to Section 12(g) of the Act:

                           COMMON STOCK, $1 PAR VALUE

                    SERIES A PREFERRED STOCK PURCHASE RIGHTS

               6 3/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2011

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                              YES  [X]    NO  [ ]

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]


STATE THE AGGREGATE MARKET VALUE OF THE VOTING AND NON-VOTING COMMON EQUITY HELD
BY NON-AFFILIATES COMPUTED BY REFERENCE TO THE PRICE AT WHICH THE COMMON EQUITY
WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF SUCH COMMON EQUITY, AS OF A
SPECIFIED DATE WITHIN THE PAST 60 DAYS.

                         $16,477,000 AS OF MARCH 1, 2001

(THE PERSONS CONSIDERED AFFILIATES FOR THE PURPOSE OF THE FOREGOING COMPUTATION
ARE IDENTIFIED ON PAGE 22 OF THIS REPORT.)

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

           COMMON STOCK, $1 PAR VALUE: 5,788,209 2/3 SHARES OUTSTANDING
                               AS OF MARCH 1, 2001

                       DOCUMENTS INCORPORATED BY REFERENCE

LIST HEREUNDER THE FOLLOWING DOCUMENTS IF INCORPORATED BY REFERENCE AND THE PART
OF THE FORM 10-K INTO WHICH THE DOCUMENT IS INCORPORATED:

SPECIFIED PORTIONS OF PROXY STATEMENT FOR 2001 ANNUAL MEETING OF SHAREHOLDERS,
TO BE HELD MAY 24, 2001: PART III






<PAGE>   2


                              JACOBSON STORES INC.
                                    FORM 10-K
                       FISCAL YEAR ENDED FEBRUARY 3, 2001

                                      INDEX

<TABLE>
<CAPTION>

                                                                                                       Page
                                                                                                       ----
PART I.
<S>           <C>                                                                                     <C>
    Item 1.    Business.                                                                                1

    Item 2.    Properties.                                                                              7

    Item 3.    Legal Proceedings.                                                                       9

    Item 4.    Submission of Matters to a Vote of Security Holders.                                     9

    Executive Officers of the Registrant.                                                              10

PART II.
    Item 5.    Market for Registrant's Common Equity and Related
                    Stockholder Matters.                                                               12

    Item 6.    Selected Financial Data.                                                                13

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

    Item 7A.   Quantitative and Qualitative Disclosures About Market Risk.                             20

    Item 8.    Financial Statements and Supplementary Data.                                            21

    Item 9.    Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure.                                               21

PART III.
    Item 10.   Directors and Executive Officers of the Registrant.                                     22

    Item 11.   Executive Compensation.                                                                 22

    Item 12.   Security Ownership of Certain Beneficial Owners and
                    Management.                                                                        22

    Item 13.   Certain Relationships and Related Transactions.                                         22

PART IV.
    Item 14.   Exhibits, Financial Statement Schedules, and Reports
                    on Form 8-K.                                                                       23

SIGNATURES                                                                                             28

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                         F-1/F-20

FINANCIAL STATEMENT SCHEDULES                                                                       S-1/S-2

INDEX OF EXHIBITS                                                                                   E-1/E-3

</TABLE>


<PAGE>   3


                                     PART I


ITEM 1.  BUSINESS.

                                  INTRODUCTION

         The registrant, Jacobson Stores Inc., a Michigan corporation and
successor to a business founded in 1868, operates specialty stores catering to
discerning customers with preferences for distinctive, quality merchandise. The
Company is committed to highly responsive service, distinctive merchandise of
high quality at a fair price, and a visually appealing and immaculate setting.
Each store features distinctive apparel and accessories for women, men and
children, as well as decorative accents for the home.

         The Company owns a substantial portion of the real property used in its
business, primarily through its consolidated, wholly-owned real estate
subsidiary, Jacobson Stores Realty Company ("Jacobson Realty"). The Company also
has a consolidated, wholly-owned finance subsidiary, Jacobson Credit Corp.
("Jacobson Credit"). As used in this report, the terms "registrant", "Company"
and "Jacobson's" refer to Jacobson Stores Inc. and its subsidiaries unless the
context indicates otherwise.

         The Company has stores in twenty-four cities in Michigan, Indiana,
Kansas, Kentucky, Ohio and Florida. The principal distribution functions are
performed at service centers in Jackson, Michigan and Winter Park, Florida.
Functions common to all stores, such as management coordination, merchandising,
sales promotion, data processing and accounting, are centralized at the
corporate headquarters in Jackson, Michigan.


MERCHANDISE AND MARKETING

         Merchandise. Jacobson's is a specialty store offering fashion
leadership tailored to discerning, fashion-oriented customers through
distinctive, quality merchandise. Stores are merchandised with distinctive
apparel and accessories for women, men, and children, as well as decorative
accents for the home.













                                        1


<PAGE>   4


         The percentage contribution to sales by major class of merchandise for
the last three fiscal years was as follows:

<TABLE>
<CAPTION>

                                                                                     Year Ended
                                                                      ----------------------------------------
                                                                      February 3,    January 29,  January 30,
                                                                          2001          2000          1999
                                                                      ------------  ------------   -----------

<S>                                                                   <C>           <C>            <C>
         Women's apparel and accessories........................          68.3%        66.6%         66.0%

         Men's apparel and accessories..........................          13.3         13.7          13.5

         Accessories for the home...............................           8.8          9.5           9.3

         Children's apparel and accessories.....................           7.3          7.7           7.9

         Miscellaneous..........................................           2.3          2.5           3.3
                                                                        ------       ------       -------

                                                                         100.0%       100.0%        100.0%
                                                                        ======       ======       =======
</TABLE>

         Personal Service. Jacobson's stores are fully staffed with
knowledgeable sales associates to ensure that customers receive highly
responsive service. Jacobson's sales associates are experienced and well-trained
through video presentations, seminars and close working relationships with
buyers and merchandise managers. Sales associates maintain personal trade lists
of their customers' sizes, colors, fashion preferences, and important dates, and
contact customers by telephone or personal note to alert them to the arrival of
new merchandise or to remind them of birthdays or anniversaries. Management
believes that personal relationships between sales associates and their
clientele promote customer loyalty and contribute to the Company's growth.
Jacobson's has a liberal return policy and accepts merchandise purchased at
Jacobson's for return or exchange if the customer is not satisfied. Other
special services include free gift wrapping and free parking. All Jacobson's
sales associates are compensated on some form of commission program.

         Sales Promotion. The Company principally uses newspaper and direct
mail, as well as in-store events and billing statement enclosures, to stimulate
sales. Advertising generally focuses on current fashions and merchandise
classifications. The Company's policy is to price merchandise fairly and
competitively and to limit its use of sale events to selected special promotions
and seasonal clearances. Management believes that its pricing practices enhance
credibility and customer loyalty. Jacobson's in-store events include fashion
shows and wardrobing seminars to communicate fashion trends to customers.

         Store Design. Jacobson's stores are designed to project an attractive,
comfortable atmosphere. All aspects of the store interiors and fixturing are
coordinated by the Company's store planning personnel, using quality fixtures,
carpeting, lighting and displays.







                                        2


<PAGE>   5


CREDIT POLICY

         Jacobson's issues its own credit card as a customer service. The card
requires a minimum monthly payment of 10% of the outstanding balance. Purchases
of coats, furs, children's outerwear and fine jewelry are eligible for 90 days
deferred billing.

         Sales under Jacobson's credit plans averaged 35.5% of sales for the
last three fiscal years and accounted for 36.6% of the Company's sales in fiscal
2000. In addition, sales under third party credit cards (VISA, MasterCard,
Discover Card and American Express) averaged 49.0% of sales for the last three
fiscal years and accounted for 49.2% of the Company's sales in fiscal 2000.
Accounts written off, net of recoveries, have averaged 0.5% of credit sales over
the last three years and totalled 0.5% of credit sales in 2000.

         The Company maintains purchasing history on its 252,000 active
Jacobson's card holders as well as on third party charge customers, which
permits targeting of direct mail advertising and automatic increases in credit
limits of its cardholders.

OPERATIONS

         The principal distribution services for its stores are performed at
regional service centers in Jackson, Michigan and Winter Park, Florida.
Functions common to all stores, such as management coordination, merchandising,
sales promotion, data processing and accounting, are centralized at the
corporate headquarters in Jackson, Michigan.

         Jacobson's stores in Michigan are located in Birmingham, Grosse Pointe,
Livonia and Rochester (all suburbs of Detroit), Ann Arbor, East Grand Rapids,
Okemos and Saginaw; in Indianapolis, Indiana; in Leawood, Kansas; in Louisville,
Kentucky; in Columbus and Toledo, Ohio; and in Florida, in Boca Raton,
Clearwater, Fort Myers, Jacksonville, Longwood, Naples, North Palm Beach,
Osprey, Sarasota, Tampa and Winter Park. Stores in the Midwest range from 84,000
to 199,000 square feet. The Florida stores range from 23,000 to 90,000 square
feet.







                                        3


<PAGE>   6


         Jacobson's stores generally are open seven days each week for 71 hours.

         Annual sales, percentage increase in sales, average gross square
footage of stores in operation during the fiscal year, and approximate sales per
average gross square foot were as follows:

<TABLE>
<CAPTION>
                                                                                            Year Ended
                                                                            ------------------------------------------
                                                                            February 3,     January 29,    January 30,
                                                                               2001            2000           1999
                                                                            ------------    -----------    -----------

<S>                                                                         <C>             <C>            <C>
      Net sales (in thousands).......................................        $ 460,119      $ 448,075       $ 444,305

      Percentage increase (decrease) in sales:
         All stores..................................................              2.7%           0.8%           (0.7)%
         Comparable stores...........................................              2.7%           0.8%            1.1%

      Average gross square footage (in thousands)....................            2,348          2,349           2,356

      Approximate sales per average gross square foot................        $     196      $     191       $     189

</TABLE>



PURCHASING, CONTROL AND DISTRIBUTION OF INVENTORY

         Jacobson's purchases merchandise from several thousand suppliers, the
largest of which accounted for approximately 6.0% of the Company's net purchases
during fiscal 2000. Merchandising decisions are directed by 2 general
merchandise managers, 9 divisional merchandise managers and 63 buyers and
divisional sales managers.

         An on-line computerized merchandise information system provides the
Company's buyers with detailed reports of current sales and inventory levels for
each store, by department, class, vendor, style, color and size. This system
permits the Company's merchandising staff to analyze trends on a daily basis, to
identify fast-selling and slow-selling merchandise and to respond to customer
buying preferences when making reorder and markdown decisions.

         Merchandise is generally shipped directly from vendors to the Company's
regional service centers in Jackson, Michigan and in Winter Park, Florida, where
it is inspected for quality, priced and shipped to the stores by Jacobson's
fleet of trucks.

         Jacobson's adopted the LIFO method of inventory valuation in 1968. At
the end of fiscal 2000, LIFO reserves totalled $15,288,000, or approximately
13.3% of pre-LIFO inventory values. Physical inventories are taken once each
year. Inventory shrinkage at retail over the past three fiscal years has
averaged 1.3% of retail sales.




                                        4


<PAGE>   7


EXPANSION AND CONSOLIDATION

         In November 1999, the Company completed a 17,000 square foot expansion
of its leased store in Naples, Florida.

         In January 2000, the Company sold its East Lansing location, but
continued to operate under a short-term lease until the Meridian mall store
opened in Okemos, Michigan in October 2000.

         In August 2000, the Company signed a lease for a 60,000 square foot
anchor location at Renaissance Center, in north Orlando, Florida. This store is
targeted to open in September 2001 and will replace the Company's nearby
Longwood, Florida store.

         In October, 2000, the Company opened an 84,000 square foot store in
Meridian Mall, in Okemos, Michigan. This store replaced the Company's nearby
freestanding downtown East Lansing location.

         In December 2000, the Company signed a lease for an 80,000 square foot
store that will anchor a new development, The Cascades at Isleworth, an upscale
specialty center to be constructed in southwest Orlando, Florida. The store is
targeted to open in the fall of 2002.

         In December 2000, the Company signed a lease for an 80,000 square foot
store that will anchor a new development, Legacy Place, an upscale specialty
center to be constructed in Palm Beach Gardens, Florida. The store is targeted
to open in the fall of 2002 and will replace the Company's nearby North Palm
Beach, Florida location.

         The Company reviews the performance of its less profitable stores from
time to time to determine whether it would be in the Company's best interest to
close any of these stores. Store closings could have a significant impact on the
Company's sales, expenses and capital requirements and would likely entail
additional significant one-time charges to effect the closing and to recognize
any impairment of assets resulting from the closing decision. In 1998, the
Company sold closed facilities in Jackson and Kalamazoo, Michigan. In 1999, the
Company sold a closed facility in Dearborn, Michigan.

REAL ESTATE POLICY

         Jacobson's owns or has long-term leases of the real estate used in the
operation of its business. The Company owns 62.7% of the total square footage
used in its business. The Company maintains a continuing program of property
improvements and renewal of existing stores and support facilities. At February
3, 2001, mortgage loans and related secured financings comprised 26.5% of
consolidated debt.

COMPETITION

         The specialty store business is highly competitive. The Company's
stores are in active competition with numerous other department and specialty
stores and with regional and national department store chains, some of which are
considerably larger than the Company and have substantially greater financial
and other resources. Jacobson's competes principally on the basis of
availability of fashion merchandise, quality, personalized service and
attractive store surroundings, as well as fair pricing and advertising. The
Company believes it is a respected retail merchandiser in the communities it
serves, and that its merchandising policies and reputation enable it to maintain
its competitive position.
                                        5


<PAGE>   8


ASSOCIATES

         Due to its commitment to highly responsive customer service, Jacobson's
believes that its associates are among its key resources. The Company emphasizes
development programs for associates and promotion from within. The Company
employs approximately 4,300 associates, 3,100 full-time and 1,200 part-time.
During the holiday season, the number of associates increases to approximately
4,800.

         (a)    GENERAL DEVELOPMENT OF BUSINESS.
                Some of the principal developments affecting Jacobson's store
locations during fiscal 2000 are summarized on page 5 of this report under the
caption "Expansion and Consolidation".

         In March 2000, The Company changed its fiscal year end to the Saturday
nearest January 31 from the last Saturday in January.

         (b)    INDUSTRY SEGMENTS AND LINES OF BUSINESS.
                Jacobson's operates in a single industry, the specialty store
industry.

                The percentage contribution to sales by major class of
merchandise for each of the last three fiscal years is set forth on page 2 of
this report.

         (c)    NARRATIVE DESCRIPTION OF BUSINESS.
                The nature of Jacobson's business, the categories of merchandise
it sells, and the percentage contribution to sales by merchandise category
during the past three fiscal years, are set forth on pages 1-6 of this report.

                The specialty store business is seasonal. The holiday season
(from the day after Thanksgiving to January 1) generally accounts for 15-20% of
Jacobson's net sales.

                By reason of the seasonal nature of the business, Jacobson's and
others in the industry experience significant build-up of inventory and accounts
receivable at certain times of the year. To support the seasonal requirements,
the Company has a revolving credit line currently permitting borrowings of up to
$80,000,000 (which the Company may increase to up to $100,000,000), subject to a
borrowing base limitation and lender reserves. Further information on this line
of credit is set forth in "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Liquidity and Capital Resources"
on page 16 and in the Notes to the Company's Consolidated Financial Statements
for the three fiscal years ended February 3, 2001, filed as part of this report
(see "Financing" on page F-11).

                Competitive conditions in the specialty store business are
discussed on page 5 of this report.

                Information with respect to the Company's associates is provided
on page 6 of this report.



                                        6

<PAGE>   9



         (d)    FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND
                EXPORT SALES.
                The registrant has no foreign operations and no material export
                sales.

ITEM 2.  PROPERTIES.

         The following table shows the location and approximate size of
Jacobson's stores and its offices and principal warehouse and distribution
facilities; whether owned by the registrant or leased; and the expiration dates
(including renewal options) of principal real estate leases. The majority of
owned properties is subject to mortgages.

         Jacobson's management considers that these properties, as well as its
furniture, fixtures, machinery and equipment, are well maintained, suitable and
adequate for their intended purposes, and in general fully utilized.

<TABLE>
<CAPTION>


                                         Approximate                                                Expiration
                                         Total Square                                               Dates of
                                         Feet of                                                    Principal
              Locations                  Building(s)                     Ownership                  Leases
              ---------                  -------------                   ---------                  ------------

<S>                                      <C>                         <C>                           <C>
MICHIGAN
    Ann Arbor.........................         101,000                Owned                         ----
    Okemos............................          84,000                Leased                        2021
    Saginaw...........................         199,000                Partly owned (1)              2001
    Grosse Pointe.....................         120,000                Owned                         ----
    Birmingham........................         179,000                Owned                         ----
    East Grand Rapids.................         148,000                Owned                         ----
    Rochester.........................         106,000                Partly owned (2)              2046
    Livonia...........................         150,000                Owned                         ----
    Corporate Headquarters and Regional
     Service Center
   (Jackson)                                   238,000                Owned                         ----

</TABLE>


















                                        7


<PAGE>   10

<TABLE>
<CAPTION>


                                           Approximate                                          Expiration
                                           Total Square                                         Dates of
                                           Feet of                                              Principal
            Locations                      Building(s)               Ownership                  Leases
            ---------                      -------------             ---------                  ------------

<S>                                        <C>                      <C>                         <C>
INDIANA
    Indianapolis......................         120,000                Leased                        2048

KANSAS
    Leawood...........................         120,000                Leased                        2051

KENTUCKY
    Louisville........................         161,000                Leased                        2036

OHIO
    Toledo............................         120,000                Owned                         ----
    Columbus..........................         119,000                Partly owned (3)              2079

FLORIDA
    Sarasota..........................          27,000                Partly owned (3)              2014
    Winter Park.......................          23,000                Leased                        2013
    Longwood..........................          49,000                Leased                        2001
    North Palm Beach..................          90,000                Leased                        2002
    Osprey............................          32,000                Leased                        2025
    Clearwater........................          52,000                Leased                        2039
    Fort Myers........................          51,000                Partly owned (4)              2085
    Jacksonville......................          82,000                Owned                         ----
    Tampa.............................          48,000                Leased                        2030
    Naples............................          63,000                Leased                        2042
    Boca Raton........................          80,000                Leased                        2052
    Regional Service Center
     (Winter Park)....................          84,000                Owned                         ----

</TABLE>


      (1) Approximately 29,000 square feet leased from month to month; balance
          owned.
      (2) Approximately 71,000 square feet and related parking area are owned.
          The balance of the shopping center is leased, of which 35,000 square
          feet are operated as part of Jacobson's store.
      (3) Building is owned on leased land.
      (4) Building is owned; land and parking area are leased.








                                        8


<PAGE>   11




ITEM 3.  LEGAL PROCEEDINGS.

         (a) No material legal proceedings are pending to which Jacobson Stores
Inc. or any of its subsidiaries is a party or to which any of their property is
subject, other than ordinary routine litigation incidental to the registrant's
business, and no such proceeding is known by the registrant to be contemplated.

         (b)    Not applicable.


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

         Not applicable.






























                                        9


<PAGE>   12


EXECUTIVE OFFICERS OF THE REGISTRANT.

         The table below sets forth the name and age of each executive officer
of the registrant, all positions and offices with Jacobson Stores Inc. and its
wholly-owned subsidiaries held by each such person, and the period during which
the officer has served in such positions. Each has been elected to hold office
until the 2001 Annual Meeting of the Board of Directors (except in the case of
retirement or other termination of employment) and until a successor is elected
and qualified.

<TABLE>
<CAPTION>

                                                                                                          Held
                                                                                                          Office
         Name                         Age        Positions and Offices                                    Since
         ----                         ---        ---------------------                                    ------

<S>                                  <C>         <C>                                                     <C>
P. Gerald Mills                        72        Chairman of the Board, President,                        1996
                                                 Chief Executive Officer, and
                                                 Director, Jacobson Stores Inc. and
                                                 wholly-owned subsidiaries

Paul W. Gilbert                        56        Vice Chairman of the Board, and                          1993
                                                 Director, Jacobson Stores Inc. and
                                                 wholly-owned subsidiaries

James A. Rodefeld                      62        Executive Vice President-Marketing &                     1997
                                                 Stores, Jacobson Stores Inc.

Theodore R. Kolman                     60        Senior Vice President-                                   1991
                                                 General Merchandise Manager,
                                                 Jacobson Stores Inc.

Edward L. Macek                        49        Vice President-Controller,                               2000
                                                 Jacobson Stores Inc. and
                                                 wholly-owned subsidiaries

</TABLE>


         There is no arrangement or understanding between any of the officers
and any other person pursuant to which the officer was selected as an officer,
except that each of the executive officers is party to an employment agreement
with the Company pursuant to which he or she is required to be elected to the
offices with the Company he currently holds, or such other capacity as the Board
of Directors, or the Chief Executive Officer, as applicable, deems advisable.

         Each executive officer except Mr. Mills, Mr. Rodefeld and Mr. Macek has
held managerial or executive positions with Jacobson's for more than five years.





                                       10


<PAGE>   13



         P. Gerald Mills has served as Chairman of the Board and Chief Executive
Officer of the Company since October 31, 1996, and also as President of the
Company since December 20, 1996. Mr. Mills was Chairman and Chief Executive
Officer of Dayton Corporation, 1978-1981; Chairman and Chief Executive Officer,
the J. L. Hudson Company, 1981-1983; Chairman and Chief Executive Officer,
Dayton Hudson Department Store Company and Executive Vice President, Dayton
Hudson Corporation, 1983-1985; Chairman and Chief Executive Officer, Millston
Corporation, a specialty store retailer, 1986-1992; and was a business
consultant from 1992-1996.

         Paul W. Gilbert has been Vice Chairman of the Board of the Company
since 1993. Mr. Gilbert was also Vice President and Controller of the Company,
1976-1984, Senior Vice President and Chief Financial Officer, 1984-1988,
Executive Vice President and Chief Financial Officer 1988-1993, and Treasurer
1991-1993.

         James A. Rodefeld has been Executive Vice President-Marketing & Stores
since November 1997. Mr. Rodefeld was Chief Executive Officer, Sycamore Stores,
Inc., 1987-1992, was self-employed as a business consultant, 1992-1997, and
Senior Vice President-Marketing of the Company, January to November, 1997.

         Theodore R. Kolman has been Senior Vice President-General Merchandise
Manager of the Company since 1991.

         Edward L. Macek has been Vice President-Controller since December 2000.
Mr. Macek was self-employed as a management consultant from January - December
2000, and was Controller and Treasurer of Technotrim Inc., an automotive
supplier and a subsidiary of Johnson Controls, Inc., 1986 - 1999.

























                                       11

<PAGE>   14




                                     PART II


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

       The Company's Common Stock is traded on The Nasdaq National Market tier
of The Nasdaq Stock Market, under the symbol "JCBS."

       The quarterly range of high and low sales price quotations of
Jacobson's Common Stock for each quarter of fiscal 2000 and 1999 are shown in
the following schedule:

<TABLE>
<CAPTION>



                                     Year        Quarter         High           Low
                                     --------------------------------------------------------

                                    <S>          <C>            <C>            <C>
                                     2000          4th           $  4 7/8       $ 2 5/8
                                     ----          3rd              5 3/4         3 7/8
                                                   2nd              6 3/8         4 27/32
                                                   1st              6 1/2         4 1/2


                                     1999          4th           $  8 3/16      $ 5 3/16
                                     ----          3rd              7 1/4         4
                                                   2nd              9             6 1/8
                                                   1st              8 1/2         5


</TABLE>



       The approximate number of shareholders of record of Jacobson's Common
Stock as of March 1, 2001 was 1,140.

       No dividends were paid in either of 2000 or 1999. The Company's
revolving credit loan facility limits cash dividends to 50.0% of net income for
the immediately preceding fiscal year, subject to a maximum of $.50 per
outstanding share per year and borrowing availability restrictions.













                                       12


<PAGE>   15



ITEM 6.  SELECTED FINANCIAL DATA.

Selected financial data for fiscal 1996 through 2000 is as follows:

<TABLE>
<CAPTION>


-------------------------------------------------------------------------------------------------------------------
 (in thousands except
 per share data)                                   2000(1)         1999          1998         1997(1)       1996
-------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>         <C>
Net sales, including leased
   departments..............................      $ 460,119     $ 448,075     $ 444,305     $ 447,471   $ 432,469
Earnings (loss) before income
   taxes....................................         (4,150)        5,394         2,515         1,905     (17,289)
Net earnings (loss).........................         (2,787)        3,506         1,635         1,214     (11,462)
Total assets................................        267,274       233,664       236,875       233,279     260,418
Long-term debt, less current
   portion..................................        127,686        85,772        99,803       104,138     130,147

Per common share:
   Net earnings (loss) -
      Basic and Diluted.....................      $   (0.48)        $0.61     $    0.28     $    0.21   $   (1.98)
 Cash dividends.............................              -             -             -             -        0.37 1/2
(1)53 week year.
-------------------------------------------------------------------------------------------------------------------

</TABLE>


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

RESULTS OF OPERATIONS

The following table shows the percentage relationship to sales of the items
presented for the periods indicated.

<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------------------
                                                                       2000(1)            1999                1998
----------------------------------------------------------------------------------------------------------------------

<S>                                                                     <C>               <C>                  <C>
Net sales.........................................................      100.0%            100.0%               100.0%
Gross profit......................................................       33.4              33.8                 33.6
Selling, general and administrative expenses......................       32.5              31.1                 31.3
Interest expense, net.............................................        1.8               1.6                  1.8
Non-recurring charge..............................................          -               0.3                    -
Gains on sale of property.........................................          -              (0.4)                (0.1)
Earnings (loss) before income taxes...............................       (0.9)              1.2                  0.6
Net earnings (loss)...............................................       (0.6)              0.8                  0.4

(1)53 week year.
----------------------------------------------------------------------------------------------------------------------
</TABLE>





                                       13




<PAGE>   16


2000 versus 1999

         Sales in 2000 totalled $460,119,000, an increase of 2.7% from 1999.
Comparable store sales increased 2.7%. The 2000 fiscal year included 53 weeks.
On an equivalent 52 week basis, total sales and comparable store sales increased
1.0%.

         Women's apparel and accessories represented 68.3% of the Company's
total business in 2000. Other major components were men's 13.3%, children's
7.3%, home accessories 8.8%, and miscellaneous 2.3%.

         The Company's gross profit percentage decreased to 33.4% in 2000 from
33.8% in 1999, primarily due to higher markdowns. A LIFO credit reduced cost of
goods sold by $1,610,000 in 2000 compared to a LIFO credit of $911,000 in 1999.

         Selling, general and administrative expenses increased to 32.5% of
sales in 2000 from 31.1% in 1999. The increase reflects primarily increased
costs attributable to direct selling payroll, store pre-opening costs and
one-time expenses related to the rollout of the Company's customer rewards
program.

         Interest expense totalled 1.8% of sales in 2000 compared with 1.6% in
1999, reflecting principally higher average borrowings and rates on the
revolving credit facility.

         In 1999, the Company sold properties in Dearborn and East Lansing,
Michigan, at a combined pre-tax gain of $1,717,000 and recorded a one-time
pre-tax charge of $1,251,000 related to the write-off of an investment in a
cooperative buying group made several years ago.

         2000 net loss totaled $2,787,000, or 48 cents per common share,
compared with 1999 net earnings of $3,506,000, or 61 cents per share. As a
percentage of sales, net losses were 0.6% in 2000 and net earnings were 0.8% in
1999. 1999 results included after-tax gains on sales of property totalling
$1,133,000, or 20 cents per common share, and an after-tax charge related to the
write-off of an investment in a cooperative buying group totalling $826,000, or
14 cents per common share.



                                       14


<PAGE>   17



1999 versus 1998

         Sales in 1999 totalled $448,075,000, an increase of 0.8% over 1998.
Comparable store sales also increased 0.8%.

         Women's apparel and accessories represented 66.6% of the Company's
total business in 1999. Other major components were men's 13.7%, children's
7.7%, home accessories 9.5%, and miscellaneous 2.5%.

         The Company's gross profit percentage increased to 33.8% in 1999 from
33.6% in 1998, primarily due to higher maintained markup. A LIFO credit in 1999
reduced cost of goods sold by $911,000 compared to a LIFO credit of $824,000 in
1998.

         Selling, general and administrative expenses decreased to 31.1% of
sales in 1999 from 31.3% in 1998. The decrease reflects primarily reduced
benefit expense (pension and workers' compensation insurance) and savings from
integration of the Company's Florida and Midwest buying offices, partially
offset by higher sales promotion expense.

         Interest expense totalled 1.6% of sales in 1999 compared with 1.8% in
1998, reflecting principally lower average borrowings and rates on the revolving
credit facility and reduced interest on other debt as the result of scheduled
debt maturities.

         In 1999, the Company sold properties in Dearborn and East Lansing,
Michigan, at a combined pre-tax gain of $1,717,000 and recorded a one-time
pre-tax charge of $1,251,000 related to the write-off of an investment in a
cooperative buying group made several years ago. In 1998, the Company sold
properties in Jackson and Kalamazoo, Michigan, at a combined pre-tax gain of
$617,000.

         1999 net earnings totalled $3,506,000, or 61 cents per common share,
compared with 1998 net earnings of $1,635,000, or 28 cents per share. As a
percentage of sales, net earnings were 0.8% in 1999 and 0.4% in 1998. 1999
results included after-tax gains on sales of property totalling $1,133,000, or
20 cents per common share, and an after-tax charge related to the write-off of
an investment in a cooperative buying group totalling $826,000, or 14 cents per
common share. 1998 results included after-tax gains on sales of property
totalling $407,000, or 7 cents per common share.




                                       15


<PAGE>   18


INFLATION

         The Company cannot determine the precise effects of inflation on its
business. Because of inflation, historically the Company has experienced
increases in the cost of merchandise and in certain operating expenses. The
Company generally has been able to offset the effects of these increased
expenses by adjusting prices, by using the LIFO method for valuing all
merchandise inventories and by controlling expenses. The Company's ability to
adjust prices is limited by competitive pressures in its market areas. The
Department Store Inventory Price Indexes, published by the Bureau of Labor
Statistics (BLS), are used to measure inflation's impact on inventories in the
LIFO valuation. The BLS Index decreased 1.5% in 2000, 0.7% in 1999 and 1.5% in
1998.

LIQUIDITY AND CAPITAL RESOURCES

         At February 3, 2001, the Company's current ratio was 2.59 to 1 and
working capital totalled $93,825,000, including $1,207,000 of cash and cash
equivalents. At January 29, 2000, the Company's current ratio was 2.07 to 1 and
working capital totalled $67,993,000, including $722,000 of cash and cash
equivalents. At January 30, 1999, the Company's current ratio was 2.37 to 1 and
working capital totalled $76,094,000, including $2,929,000 of cash and cash
equivalents.

         The Company uses cash flows from operations and revolving credit line
borrowings to fund its seasonal working capital needs, debt service and
expenditures to modernize and refixture existing stores. To support its present
and planned working capital requirements, the Company has a $100,000,000
revolving credit facility under a Revolving Credit Agreement with a commercial
lender. The revolving credit facility currently provides for borrowings of up to
$80,000,000, subject to a borrowing base limitation and lender reserves. The
Company may, at its option, increase the maximum available borrowings under the
revolving credit facility to up to $100,000,000 in the aggregate, subject to the
borrowing base limitation and lender reserves. Loans under the facility bear
interest at either or both of two variable interest rate alternatives as chosen
by the Company. One of the interest rates may decrease if the Company meets
specified performance measures, which were not met in 2000. The facility also
permits up to $5,000,000 in letters of credit, which decrease the amount
available for loans.

         Borrowings under the revolving credit facility mature on March 24,
2002. Each year, the Company may request a one-year extension of the maturity
date, subject to lender approval. Any party may terminate the facility as of the
maturity date by giving 90 days notice. The Company may also terminate the
facility early on 90 days notice if it pays a termination fee equal to one-half
of one percent a year (for what would have been the remaining term of the
facility) of the average daily balance of loans and letters of credit under the
facility since its inception. The facility carries a line of credit fee equal to
one-quarter of one percent a year of the excess of the aggregate commitments
under the facility (currently $80,000,000) over the amount of loans and letters
of credit outstanding and an agent's fee equal to $45,000 a year. Borrowings
under the facility are guaranteed by the Company's subsidiaries and secured by
accounts receivable, inventory and related intangible assets and the proceeds
thereof of the Company and its subsidiaries.

         The revolving credit facility limits cash dividends to 50 percent of
net income for the immediately preceding fiscal year, subject to a maximum of
$.50 per outstanding share per year and borrowing availability restrictions. At
February 3, 2001, the Company had borrowings at an interest rate of 8.6% and
outstanding letters of credit under this facility totalling $71,336,000 and had
$8,664,000 of borrowing availability under the borrowing base calculated as of
that date.



                                       16



<PAGE>   19

         A part of the Company's financial strategy is to own, or obtain
long-term leases on, its properties. Capital expenditures to modernize and
refixture existing stores and support facilities generally are financed with
internally generated funds. Any new stores and major expansion projects
generally are financed by first mortgages or comparable financing through the
Company's consolidated, wholly-owned real estate subsidiary, Jacobson Stores
Realty Company, or through long-term leases.

         The following tables provide information about the Company's fixed and
variable rate debt obligations. The Company's fixed rate debt obligations
include 6 3/4% Convertible Subordinated Debentures due 2011, mortgage notes,
collateral trust bonds and obligations under capital leases. Variable rate
obligations include borrowings under the revolving credit facility and
industrial development revenue bond obligations. The tables present scheduled
principal maturities and related weighted average interest rates for each of the
next five years, aggregate subsequent maturities and market value of debt as of
February 3, 2001 and January 29, 2000. Average interest rates are based on
contractual rates for fixed rate obligations and current rates for variable rate
obligations.

<TABLE>
<CAPTION>

====================================================================================================
                                       Fixed Rate Obligations             Variable Rate Obligations
                                     --------------------------          ---------------------------
                                      Amount        Average               Amount          Average
(in thousands)                       Maturing     Interest Rate          Maturing      Interest Rate
====================================================================================================
<S>                                  <C>          <C>                    <C>           <C>
As of February 3, 2001:
2001.............................    $    3,527         7.3 %            $      317         4.8%
2002.............................         3,691         7.2                  71,415         8.5
2003.............................         8,465         7.8                     320         4.8
2004.............................         3,669         7.1                     421         4.8
2005.............................        10,176         8.5                     423         4.8
Thereafter.......................        22,696         6.6                   6,410         4.8
                                     ----------                           ---------
Total debt maturities............    $   52,224         7.3              $   79,306         8.1
                                     ==========                          ==========
Market value of debt at
February 3, 2001.................    $   42,700                          $   79,300
                                     ==========                          ==========

====================================================================================================

As of January 29, 2000:
2000.............................    $    3,076         7.5%             $      316         5.3%
2001.............................        12,642         7.8                     317         5.3
2002.............................         3,281         7.1                  25,385         8.3
2003.............................         8,015         7.8                     420         5.3
2004.............................         3,181         7.0                     421         5.3
Thereafter.......................        25,378         6.7                   6,732         5.3
                                     ----------                           ---------
Total debt maturities............    $   55,573         7.2              $   33,591         7.6
                                     ==========                          ==========
Market value of debt at
January 29, 2000.................    $   47,300                          $   33,600
                                     ==========                          ==========
====================================================================================================
</TABLE>


         In 2000, the Company borrowed $46,030,000 under the revolving credit
facility and paid $296,000 of the 2001 sinking fund obligation on the 6 3/4%
Convertible Subordinated Debentures.





                                       17



<PAGE>   20

CASH FLOWS

         Cash and cash equivalents increased $485,000 in 2000 and decreased
$2,207,000 in 1999 and $954,000 in 1998. Cash flows are impacted by operating,
investing and financing activities. In 2000, operating activities used
$20,550,000 of cash compared to $16,962,000 provided in 1999 and $12,254,000
provided in 1998. The decrease in 2000 compared to 1999 reflects primarily
decreased earnings, an increase in merchandise inventories and an increase in
accounts receivable. The increase in 1999 compared to 1998 reflects primarily
increased earnings, a smaller increase in merchandise inventories and a greater
increase in accounts payable.

         Investing activities used cash of $21,331,000 in 2000, $4,811,000 in
1999 and $8,721,000 in 1998. Investing activities included capital expenditures
for modernization and refixturing of existing stores and support facilities
totalling $19,806,000, $9,374,000 and $10,095,000 in 2000, 1999 and 1998,
respectively. Proceeds from sales of property totalled $4,492,000 and $1,001,000
in 1999 and 1998, respectively. There were no new capital lease obligations in
2000, 1999 or 1998.

         Financing activities provided cash of $42,366,000 in 2000, and used
cash of $14,358,000 in 1999 and $4,487,000 in 1998. In 2000, the Company
borrowed $46,030,000 under its Revolving Credit Agreement, purchased and retired
$1,209,000 of 6 3/4% Convertible Subordinate Debentures, satisfying its 2000
annual sinking fund payment plus $296,000 of the 2001 sinking fund payment, and
used $2,455,000 to service current maturities of long-term debt. In 1999, the
Company repaid $9,809,000 under its Revolving Credit Agreement, purchased and
retired $2,072,000 of 6 3/4% Convertible Subordinated Debentures, satisfying its
1999 annual sinking fund payment plus $812,000 of the 2000 sinking fund payment,
and used $2,476,000 to service current maturities of long-term debt. In 1998,
the Company repaid $157,000 under its Revolving Credit Agreement, purchased and
retired $2,160,000 of 6 3/4% Convertible Subordinated Debentures, satisfying its
1998 annual sinking fund payment plus $465,000 of the 1999 sinking fund payment,
and used $2,271,000 to service current maturities of long-term debt. The Company
did not pay a cash dividend in 2000, 1999 or 1998.

         The Company believes its cash flows from operations, along with its
borrowing capacity and access to financial markets are adequate to fund its
operations and debt maturities.

CORPORATE DEVELOPMENT

         The Company reviews the performance of its less profitable stores from
time to time to determine whether it would be in the Company's best interest to
close any of these stores. Store closings could have a significant impact on the
Company's sales, expenses and capital requirements and would likely entail
additional significant one-time charges to effect the closing and to recognize
any impairment of assets resulting from the closing decision. In 1998, the
Company sold closed facilities in Jackson and Kalamazoo, Michigan. In 1999, the
Company sold a closed facility in Dearborn, Michigan.

         In November 1999, the Company completed a 17,000 square foot expansion
of its leased store in Naples, Florida.

         In January 2000, the Company sold its East Lansing facility, but
continued to operate under a short-term lease until the Meridian mall store
opened in October 2000.

         In March 2000, the Company changed its fiscal year end to the Saturday
nearest January 31st from the last Saturday in January.


                                       18


<PAGE>   21


         In August 2000, the Company signed a lease for a 60,000 square foot
anchor location at Renaissance Centre, in north Orlando, Florida. This store is
targeted to open in September 2001 and will replace the Company's nearby
Longwood, Florida store.

         In October, 2000, the Company opened an 84,000 square foot store in
Meridian Mall, in Okemos, Michigan. This store replaced the Company's nearby
freestanding downtown East Lansing location.

         In December 2000, the Company signed a lease for an 80,000 square foot
store that will anchor a new development, The Cascades at Isleworth, an upscale
specialty center to be constructed in southwest Orlando, Florida. The store is
targeted to open in the fall of 2002.

         In December 2000, the Company signed a lease for an 80,000 square foot
store that will anchor a new development, Legacy Place, an upscale specialty
center to be constructed in Palm Beach Gardens, Florida. The store is targeted
to open in the fall of 2002 and will replace the Company's nearby North Palm
Beach, Florida location.

         Each of the above statements regarding future revenues, expenses or
business plans (including statements regarding the sufficiency of the Company's
capital resources to fund future operations) may be a "forward looking
statement" within the meaning of the Securities Exchange Act of 1934. Such
statements are subject to important factors and uncertainties that could cause
actual results to differ materially from those in the forward-looking statement,
including the continued support of the Company's trade creditors and factors,
the risks inherent in the level of the Company's long-term debt compared to its
equity, the risk of unanticipated operating expenses, general trends in retail
clothing apparel purchasing, especially during the Christmas season, and the
factors set forth in this Management's Discussion and Analysis of Financial
Condition and Results of Operations.





                                       19


<PAGE>   22


ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The following tables provide information about the Company's fixed and
variable rate debt obligations. The Company's fixed rate debt obligations
include 6 3/4% Convertible Subordinated Debentures due 2011, mortgage notes,
collateral trust bonds and obligations under capital leases. Variable rate
obligations include borrowings under the revolving credit facility and
industrial development revenue bond obligations. The tables present scheduled
principal maturities and related weighted average interest rates for each of the
next five years, aggregate subsequent maturities and market value of debt as of
February 3, 2001 and January 29, 2000. Average interest rates are based on
contractual rates for fixed rate obligations and current rates for variable rate
obligations.

<TABLE>
<CAPTION>
==================================================================================================================
                                                   Fixed Rate Obligations             Variable Rate Obligations
                                                 --------------------------          -----------------------------
                                                  Amount          Average              Amount          Average
(in thousands)                                   Maturing       Interest Rate         Maturing      Interest Rate
==================================================================================================================
<S>                                              <C>            <C>                   <C>           <C>
As of February 3, 2001:
2001........................................     $    3,527         7.3%              $      317         4.8%
2002........................................          3,691         7.2                   71,415         8.5
2003........................................          8,465         7.8                      320         4.8
2004........................................          3,669         7.1                      421         4.8
2005........................................         10,176         8.5                      423         4.8
Thereafter..................................         22,696         6.6                    6,410         4.8
                                                 ----------                           ----------
Total debt maturities.......................     $   52,224         7.3               $   79,306         8.1
                                                 ==========                           ==========
Market value of debt at
February 3, 2001............................     $   42,700                           $   79,300
                                                 ==========                           ==========
==================================================================================================================

As of January 29, 2000:
2000........................................     $    3,076         7.5%              $      316         5.3%
2001........................................         12,642         7.8                      317         5.3
2002........................................          3,281         7.1                   25,385         8.3
2003........................................          8,015         7.8                      420         5.3
2004........................................          3,181         7.0                      421         5.3
Thereafter..................................         25,378         6.7                    6,732         5.3
                                                 ----------                           ----------
Total debt maturities.......................     $   55,573         7.2               $   33,591         7.6
                                                 ==========                           ==========
Market value of debt at
January 29, 2000............................     $   47,300                           $   33,600
                                                 ==========                           ==========
==================================================================================================================
</TABLE>



         In 2000, the Company borrowed $46,030,000 under the revolving credit
facility and paid $296,000 of the 2001 sinking fund obligation on the 6 3/4%
Convertible Subordinated Debentures.




                                       20



<PAGE>   23


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The following financial statements and supplementary financial
information are filed as part of this report on pages F-1 through F-20:

         Consolidated Statements of Earnings, Three Fiscal Years Ended
              February 3, 2001.
         Consolidated Statements of Cash Flows, Three Fiscal Years Ended
              February 3, 2001.
         Consolidated Balance Sheets, February 3, 2001, January 29, 2000 and
              January 30, 1999.
         Consolidated Statements of Shareholders' Equity, Three Fiscal years
              Ended February 3, 2001.
         Notes to Consolidated Financial Statements.
         Summary of Significant Accounting Policies.
         Quarterly Information (Unaudited).
         Report of Independent Public Accountants.

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

         None.



                                       21


<PAGE>   24



                                    PART III


ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

ITEM 11.   EXECUTIVE COMPENSATION.

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

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information called for by Part III is incorporated by reference
from those portions of the registrant's definitive proxy statement for its 2001
Annual Meeting of Shareholders to be held May 24, 2001, filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days
after the end of the fiscal year covered by this Form 10-K, appearing under the
following captions:

         "Voting Securities and Principal Holders Thereof" (pages 1-3,
                inclusive, of the proxy statement).

         "Election of Directors" (pages 4-8, inclusive, thereof).

         "Executive Compensation" (pages 9-17, inclusive, thereof); but
                excluding from this incorporation by reference everything
                appearing under the captions "Compensation Committee Report on
                Executive Compensation" and "Performance Graph" (pages 14-17,
                inclusive, thereof).

         Information with respect to executive officers of the Company is set
forth on pages 10-11 of this report.

         For the purpose of stating the aggregate market value of voting stock
held by non-affiliates on the cover of this report, the registrant considers
that the directors of the registrant, the executive officers listed on page 10
of this report, the Jacobson's Retirement Savings & Profit Sharing Plan, the
Jacobson Pension Plan, and The Jacobson Stores Foundation are affiliates, and
that all other shareholders are non-affiliates. This statement is without
prejudice to the classification of any shareholder at other times or for other
purposes.



                                       22


<PAGE>   25


                                     PART IV


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

         (a) The following financial statements, financial statement schedules,
and exhibits are filed as part of this report:

<TABLE>
<CAPTION>

                                                                                      Page
                                                                                      ----
<S>      <C>    <C>                                                                   <C>
         (1)    FINANCIAL STATEMENTS:

                Consolidated Statements of Earnings, Three Fiscal Years Ended
                   February 3, 2001.                                                  F-1

                Consolidated Statements of Cash Flows, Three Fiscal Years Ended
                   February 3, 2001.                                                  F-2

                Consolidated Balance Sheets, February 3, 2001, January 29, 2000,
                   and January 30, 1999.                                              F-3

                Consolidated Statements of Shareholders' Equity, Three
                   Fiscal Years Ended February 3, 2001.                               F-4

                Notes to Consolidated Financial Statements.                           F-5/
                                                                                      F-15

                Summary of Significant Accounting Policies.                           F-16/
                                                                                      F-17

                Quarterly Information (Unaudited).                                    F-18/
                                                                                      F-19

                Report of Independent Public Accountants.                             F-20


         (2)    FINANCIAL STATEMENT SCHEDULES:

                Schedule VIII - Valuation and Qualifying Accounts and Reserves,
                   Year Ended February 3, 2001.                                       S-1

                Report of Independent Public Accountants                              S-2
</TABLE>


All schedules, except as set forth above, have been omitted since the
information required to be submitted has been included in the consolidated
financial statements or notes thereto or has been omitted as not applicable or
not required.



                                       23


<PAGE>   26


         (3)    EXHIBITS:

                Each management contract or compensatory plan required to be
filed as an exhibit pursuant to Item 14(c) of this report is indicated by an
asterisk (*).


                10(a)*     Amendment to Employment Agreement, between Jacobson
                           Stores Inc. and P. Gerald Mills, dated April 3, 2001.

                10(b)*     Executive Employment Agreement, dated as of April 15,
                           2001, between Jacobson Stores Inc. and Theodore R.
                           Kolman.

                10(c)*     Jacobson Stores Inc. Management Incentive Plan, dated
                           March 22, 2001.

                23         Consent of Arthur Andersen LLP.


                In addition, the previously-filed exhibits listed below are
incorporated herein by reference. (All references are to Securities and Exchange
Commission File #0-6319 unless otherwise noted.)

<TABLE>
<CAPTION>

Current         Identification of
Exhibit         Description of Exhibit                               Prior Filing
-------         ----------------------                      --------------------------------
<S>        <C>                                              <C>
3(i)(a)    Restated Articles of Incorporation,              Exhibit 19(a) to Form 10-Q,
           Jacobson Stores Inc., as amended and             Quarter Ended April 29,
           restated May 25, 1989.                           1989.

3(i)(b)    Certificate of Designation, Preferences and      Exhibit 3(a) to Form 10-Q,
           Rights of Preferred Stock of Jacobson            Quarter Ended October 29, 1988.
           Stores Inc.

3(ii)      By-laws, Jacobson Stores Inc., as                Exhibit 3(ii) to Form 10-Q,
           amended November 20, 1997.                       Quarter Ended October 25,
                                                            1997.

4(a)       Revolving Credit Agreement, dated as             Exhibit 4(c) to Form 10-K,
           of March 24, 1997, between Jacobson              Year Ended January 25, 1997.
           Stores Inc. and The CIT Group/Business
           Credit, as agent.


</TABLE>

                                       24



<PAGE>   27

<TABLE>
<CAPTION>
Current                                                            Identification of
Exhibit             Description of Exhibit                           Prior Filing
-------             ----------------------                  --------------------------------
<S>        <C>                                              <C>
4(b)       Amendment to Revolving Credit Agreement,         Exhibit 4 to Form 10-Q,
           dated June 8, 1998.                              Quarter Ended August 1, 1998.

4(c)       Amendment to Revolving Credit Agreement,         Exhibit 4(a) to Form 10-K,
           dated January 21, 2000                           Year Ended January 29, 2000.

4(d)       Election under Section 780, Michigan             Exhibit 28 to Form 10-Q,
           Business Corporation Act.                        Quarter Ended October 27, 1984.

4(e)       Indenture dated as of December 15,               File #33-10532:
           1986 between Jacobson Stores Inc.                Exhibit 4(a) to Form S-2
           and National Bank of Detroit, as                 (Amendment No. 1), filed
           Trustee.                                         December 12, 1986.

4(f)       Rights Agreement dated as of October 9,          Exhibit I to Form 8-A, dated
           1998 between Jacobson Stores Inc. and            October 26, 1998.
           Norwest Bank Minnesota, N.A., as
           Rights Agent.

10(d)*     Employment Agreement, dated as of                Exhibit 10(a) to Form 10-Q,
           June 11, 1998, between Jacobson Stores Inc.      Quarter Ended May 2, 1998.
           and P. Gerald Mills.

10(e)*     Amendment to Employment Agreement,               Exhibit 10(a) to Form 10-K,
           between Jacobson Stores Inc. and                 Year Ended January 30, 1999.
           P. Gerald Mills, dated April 7, 1999.

10(f)*     Amendment to Employment Agreement,               Exhibit 10(a) to Form 10-K,
           between Jacobson Stores Inc. and                 Year Ended January 29, 2000.
           P. Gerald Mills, dated April 10, 2000.

10(g)*     Employment Agreement, dated as of                Exhibit 10(b) to Form 10-Q,
           June 11, 1998, between Jacobson Stores Inc.      Quarter Ended May 2, 1998.
           and Paul W. Gilbert.

10(h)*     Amendment to Employment Agreement                Exhibit 10(b) to Form 10-K,
           between Jacobson Stores Inc. and                 Year Ended January 30, 1999.
           Paul W. Gilbert, dated April 7, 1999.

10(i)*     Amendment to Employment Agreement,               Exhibit 10(b) to Form 10-K,
           between Jacobson Stores Inc. and                 Year Ended January 29, 2000.
           Paul W. Gilbert, dated April 10, 2000.

10(j)*     Employment Agreement, dated as of                Exhibit 10(c) to Form 10-Q,
           June 11, 1998, between Jacobson Stores Inc.      Quarter Ended May 2, 1998.
           and James A. Rodefeld.

10(k)*     Amendment to Employment Agreement,               Exhibit 10(c) to Form 10-K,
           between Jacobson Stores Inc., and                Year Ended January 30, 1999.
           James A. Rodefeld, dated April 7, 1999.
</TABLE>



                                       25

<PAGE>   28


<TABLE>
<CAPTION>

Current                                                            Identification of
Exhibit             Description of Exhibit                           Prior Filing
-------             ----------------------                  --------------------------------
<S>        <C>                                              <C>
10(l)*     Amendment to Employment Agreement,               Exhibit 10(c) to Form 10-K,
           between Jacobson Stores Inc. and                 Year Ended January 29, 2000.
           James A. Rodefeld, dated April 10, 2000.

10(m)*     Executive Employment Agreement, dated            Exhibit 10(d) to Form 10-K,
           as of April 11, 2000, between Jacobson           Year Ended January 29, 2000.
           Stores Inc. and Theodore R. Kolman.

10(n)*     Amendment to Employment Agreement, dated as      Exhibit 10 to Form 10-Q,
           of May 26, 2000, between Jacobson Stores         Quarter Ended April 29,
           Inc. and Theodore R. Kolman.                     2000.

10(o)*     Executive Employment Agreement, dated as of      Exhibit 10(e) to Form 10-K,
           April 8, 2000, between Jacobson Stores Inc.      Year Ended January 29, 2000.
           and Beverly A. Rice.

10(p)*     Split Dollar Agreement, dated January 31,        Exhibit 10(k) to Form 10-K,
           1992, between Jacobson Stores Inc. and           Year Ended January 27, 1996.
           Paul W. Gilbert.

10(q)*     Jacobson Stores Inc. Deferred Compensation       Exhibit 10(e) to Form 10-K,
           Plan Amended and Restated Effective              Year Ended January 30, 1999.
           January 28, 1999.

10(r)*     Jacobson Stock Option Plan of 1994.              Exhibit A to Proxy Statement
                                                            in connection with the Annual
                                                            Meeting of Shareholders held
                                                            on May 26, 1994.

10(s)*     First Amendment to Jacobson Stock                Exhibit 10(m) to Form 10-K,
           Option Plan of 1994.                             Year Ended January 27, 1996.

10(t)*     Second Amendment to Jacobson Stock               Exhibit 10(b) to Form 10-Q,
           Option Plan of 1994.                             Quarter Ended July 26, 1997.

10(u)*     Third Amendment to Jacobson Stock                Exhibit A to Proxy Statement
           Option Plan of 1994.                             dated April 10, 1998 in connection
                                                            with Annual Meeting of Shareholders
                                                            held May 28, 1998.

10(v)*     Jacobson Stores Inc. Management                  Exhibit 10(f) to Form 10-K,
           Incentive Plan, dated March 23, 2000.            Year Ended January 29, 2000.

10(w)*     Jacobson Stores Inc. Management                  Exhibit 10 to Form 10-Q,
           Incentive Plan, dated as of May 25, 2000.        Quarter Ended July 29, 2000.

21         Schedule of Subsidiaries.                        Exhibit 21 to Form 10-K, Year
                                                            Ended January 27, 1996.
</TABLE>



                                       26


<PAGE>   29


         With the exception of Exhibits 4(a), 4(b), 4(c) and 4(e), instruments
defining the rights of holders of long-term debt of the registrant and its
subsidiaries have been omitted. The amount of debt authorized under each such
omitted instrument is less than 10% of the total assets of the registrant and
its subsidiaries on a consolidated basis. The registrant agrees to furnish a
copy of any such instrument to the Securities and Exchange Commission upon
request.

         In addition to Exhibits 10(a), 10(b) and 10(d) through 10(p),
inclusive, the registrant has an employment agreement with one other executive
officer, which is not considered material in amount or significance.

        (b)   The Company did not file any reports on Form 8-K during its fourth
              fiscal quarter ended February 3, 2001.

        (c)   See Item 14(a)(3).

        (d)   See Item 14(a)(2).






                                       27


<PAGE>   30


                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


DATE:  April 9, 2001              JACOBSON STORES INC.



                                   By:   /s/  P. Gerald Mills
                                         ---------------------------------------
                                         P. Gerald Mills, Chairman of the Board,
                                         President and Chief Executive Officer


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


         JACOBSON STORES INC.                                        Date
                                                                     ----


         By:    /s/  P. Gerald Mills                             April 9, 2001
                ------------------------------------
                P. Gerald Mills, Chairman of the
                   Board, President and Chief
                   Executive Officer, and Director
                   (Principal Executive Officer)

         By:    /s/  Paul W. Gilbert                             April 9, 2001
                ------------------------------------
                Paul W. Gilbert, Vice Chairman
                   of the Board, and Director
                   (Principal Financial Officer)


         By:    /s/  Edward L. Macek                             April 9, 2001
                ------------------------------------
                Edward L. Macek, Vice
                   President and Controller
                   (Principal Accounting Officer)









                                       28


<PAGE>   31



         JACOBSON STORES INC.                                        Date
                                                                     ----


         By:    /s/  Herbert S. Amster
                ------------------------------------             April 9, 2001
                Herbert S. Amster, Director



         By:    /s/  Leslie E. Dietzman
                ------------------------------------             April 9, 2001
                Leslie E. Dietzman, Director



         By:    /s/  Herman S. Kohlmeyer, Jr.
                ------------------------------------             April 9, 2001
                Herman S. Kohlmeyer, Jr., Director



         By:    /s/  Kathleen McCree Lewis
                ------------------------------------             April 9, 2001
                Kathleen McCree Lewis, Director



         By:    /s/  Michael T. Monahan
                ------------------------------------             April 9, 2001
                Michael T. Monahan, Director



         By:    /s/  M. Marnette Perry
                ------------------------------------             April 9, 2001
                M. Marnette Perry, Director



         By:    /s/  Philip H. Power
                ------------------------------------             April 9, 2001
                Philip H. Power, Director



         By:    /s/  Richard Z. Rosenfeld
                ------------------------------------             April 9, 2001
                Richard Z. Rosenfeld, Director



         By:    /s/  Robert L. Rosenfeld
                ------------------------------------             April 9, 2001
                Robert L. Rosenfeld, Director



         By:    /s/  James L. Wolohan
                ------------------------------------             April 9, 2001
                James L. Wolohan, Director



                                       29


<PAGE>   32


               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>

                                                                                         Year Ended
                                                                       ------------------------------------------------
                                                                         February 3,      January 29,     January 30,
(in thousands except per share data)                                       2001(1)           2000            1999
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>              <C>
NET SALES............................................................  $   460,119       $   448,075      $   444,305
                                                                       -----------       -----------      -----------

COSTS AND EXPENSES:
   Cost of merchandise sold, buying and
      occupancy expenses.............................................      306,479           296,412          295,272
   Selling, general and administrative expenses......................      149,403           139,458          139,220
   Interest expense, net.............................................        8,387             7,277            7,915
   Non-recurring charge..............................................            -             1,251               -
   Gains on sale of property.........................................            -            (1,717)            (617)
                                                                       -----------       -----------      -----------

          Total costs and expenses...................................      464,269           442,681          441,790
                                                                       -----------       -----------      -----------

EARNINGS (LOSS) BEFORE INCOME TAXES..................................       (4,150)            5,394            2,515

PROVISION (CREDIT) FOR INCOME TAXES..................................       (1,363)            1,888              880
                                                                       -----------       -----------      -----------

NET EARNINGS (LOSS)..................................................  $    (2,787)      $     3,506      $     1,635
                                                                       ===========       ===========      ===========

EARNINGS (LOSS) PER COMMON SHARE:
   Basic and Diluted.................................................  $     (0.48)      $      0.61      $      0.28
                                                                       ===========       ===========      ===========
</TABLE>


(1) 53 week year.

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

The accompanying notes (pages F-5 through F-15) and summary of significant
accounting policies (pages F-16 and F-17) are an integral part of these
statements.






                                       F-1
<PAGE>   33
               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                   Year Ended
                                                                            --------------------------------------------------------
                                                                              February 3,        January 29,     January 30,
(in thousands)                                                                 2001 (1)             2000            1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                  <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings (loss)...................................................     $  (2,787)        $   3,506      $   1,635
   Gains on sale of property.............................................             -            (1,717)          (617)
   Non-recurring charge..................................................             -             1,251              -
   Adjustments to reconcile net earnings (loss)
     to cash provided by (used in) operating activities:
      Depreciation and amortization......................................         8,636             8,425          8,429
      Deferred taxes.....................................................        (1,315)             (947)           (74)
      Other liabilities..................................................          (105)             (377)          (337)
      Change in:
         Receivables from customers, net.................................        (9,804)                9          1,973
         Merchandise inventories.........................................        (8,173)           (1,451)        (4,379)
         Prepaid expenses and other assets...............................           452              (102)           (37)
         Accounts payable and accrued expenses...........................        (3,699)            7,137          5,579
         Current income taxes............................................        (3,755)            1,228             82
                                                                              ----------            -----      ---------
              Net cash provided by (used in) operating activities........       (20,550)           16,962         12,254
                                                                              ----------        ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of property........................................             -             4,492          1,001
   Additions to property and equipment...................................       (19,806)           (9,374)       (10,095)
   Other non-current assets..............................................        (1,525)               71            373
                                                                              ----------        ---------      ---------
              Net cash used in investing activities......................       (21,331)           (4,811)        (8,721)
                                                                              ----------        ----------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Additions to long-term debt...........................................        46,030               -                -
   Reduction of long-term debt...........................................        (3,664)          (14,358)        (4,588)
   Proceeds from exercise of stock options...............................             -                 -            101
                                                                              ---------         ---------      ----------

              Net cash provided by (used in) financing activities........        42,366           (14,358)        (4,487)
                                                                              ---------         ---------      ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS.........................           485            (2,207)          (954)
   Cash and cash equivalents, beginning of year..........................           722             2,929          3,883
                                                                              ---------         ---------      ---------
CASH AND CASH EQUIVALENTS, END OF YEAR...................................     $   1,207         $     722      $   2,929
                                                                              =========         =========      =========
(1) 53 week year.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

SUPPLEMENTARY CASH FLOW INFORMATION

The Company considers all short-term investments with a maturity at date of
purchase of three months or less to be cash equivalents.

Interest paid (net of interest capitalized) was $8,147,000 in 2000, $7,302,000
in 1999 and $7,948,000 in 1998. The Company paid income taxes totalling
$3,707,000 in 2000, $1,607,000 in 1999 and $872,000 in 1998.

The accompanying notes (pages F-5 through F-15) and summary of significant
accounting policies (pages F-16 and F-17) are an integral part of these
statements.





                                       F-2


<PAGE>   34


               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            February 3,       January 29,      January 30,
(in thousands)                                                                 2001              2000             1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>               <C>             <C>
ASSETS

CURRENT ASSETS:
    Cash and cash equivalents........................................        $    1,207        $     722      $    2,929
    Receivables from customers, net..................................            41,946           32,142          32,151
    Merchandise inventories..........................................           100,078           91,905          90,454
    Prepaid expenses and other assets................................             1,020            1,472           1,370
    Refundable income taxes..........................................             2,085                -              -
    Deferred taxes...................................................             6,314            5,494           4,894
                                                                             ----------       ----------      ----------
          Total current assets.......................................           152,650          131,735         131,798
                                                                             ----------       ----------      ----------

PROPERTY AND EQUIPMENT, NET..........................................            94,333           83,163          84,989
                                                                             ----------       ----------      ----------
OTHER ASSETS.........................................................            20,291           18,766          20,088
                                                                             ----------       ----------      ----------
                                                                             $  267,274         $233,664        $236,875
                                                                             ==========       ==========      ==========


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current portion of long-term debt.................................        $    3,844       $    3,392      $    3,719
   Accounts payable..................................................            35,288           39,968          34,769
   Accrued expenses..................................................            19,693           18,712          16,774
   Accrued income taxes..............................................                 -            1,670             442
                                                                             ----------       ----------      ----------
          Total current liabilities..................................            58,825           63,742          55,704
                                                                             ----------       ----------      ----------
LONG-TERM DEBT.......................................................           127,686           85,772          99,803
                                                                             ----------       ----------      ----------
DEFERRED TAXES.......................................................             5,544            6,039           6,386
                                                                             ----------       ----------      ----------
OTHER LIABILITIES....................................................             3,563            3,668           4,045
                                                                             ----------       ----------      ----------
SHAREHOLDERS' EQUITY:
   Common stock......................................................             5,975            5,975           5,975
   Paid-in surplus...................................................             7,201            7,201           7,201
   Retained earnings.................................................            58,879           61,666          58,160
   Treasury stock....................................................              (399)            (399)           (399)
                                                                             -----------      ----------      ----------
                                                                                 71,656           74,443          70,937
                                                                             ----------       ----------      ----------
                                                                             $  267,274         $233,664        $236,875
                                                                             ==========       ==========      ==========

-------------------------------------------------------------------------------------------------------------------
</TABLE>

The accompanying notes (pages F-5 through F-15) and summary of significant
accounting policies (pages F-16 and F-17) are an integral part of these
statements.







                                       F-3


<PAGE>   35


               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                           Common       Paid-in     Retained     Treasury
(in thousands except number of shares)                                      Stock       Surplus     Earnings       Stock
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>          <C>          <C>          <C>
BALANCE, January 31, 1998.........................................        $  5,966     $  7,109     $  56,525    $  (399)

FIFTY-TWO WEEKS ENDED January 30, 1999:
   Net earnings...................................................              -           -           1,635         -
   Exercise of stock options......................................               9           92           -           -
                                                                          --------     --------     ---------    --------
BALANCE, January 30, 1999.........................................           5,975        7,201        58,160        (399)

FIFTY-TWO WEEKS ENDED January 29, 2000:
   Net earnings...................................................              -           -           3,506         -
                                                                          --------     --------     ---------    --------

BALANCE, January 29, 2000.........................................           5,975        7,201        61,666        (399)

FIFTY-THREE WEEKS ENDED February 3, 2001:
   Net loss.......................................................               -            -        (2,787)          -
                                                                          --------     --------     ---------    --------

BALANCE, February 3, 2001.........................................        $  5,975     $  7,201     $  58,879    $   (399)
                                                                          ========     ========     =========    ========

-------------------------------------------------------------------------------------------------------------------
</TABLE>

PREFERRED STOCK
Authorized 1,000,000 shares, $1 par value; no shares outstanding at January 30,
1999, January 29, 2000 and February 3, 2001.

COMMON STOCK
Authorized 15,000,000 shares, $1 par value; 5,975,409(2/3) shares issued at
January 30, 1999, January 29, 2000 and February 3, 2001. Shares issued include
187,200 shares in treasury at January 30, 1999, January 29, 2000 and February 3,
2001.


The accompanying notes (pages F-5 through F-15) and summary of significant
accounting policies (pages F-16 and F-17) are an integral part of these
statements.










                                       F-4


<PAGE>   36


               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



INTEREST EXPENSE

Components of net interest expense are summarized below:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
(in thousands)                                                                            2000          1999          1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>          <C>

Revolving credit line............................................................       $   4,196    $   2,794    $   3,089
Real estate obligations..........................................................           2,574        2,652        2,891
Long-term debt...................................................................           1,825        1,885        2,060
Capital lease obligations........................................................              10           22           40
                                                                                        ---------    ---------    ---------
                                                                                            8,605        7,353        8,080
Less interest earned on short-term investments...................................               -            8           65
Less interest capitalized on properties under development........................             218           68          100
                                                                                        ---------    ---------    ---------
                                                                                        $   8,387    $   7,277    $   7,915
                                                                                        =========    =========    =========

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

NON-RECURRING CHARGE

In fiscal 1999, the Company recorded a one-time pre-tax charge totalling
$1,251,000 to fully reserve its investment in a cooperative buying group made
several years ago.

GAINS ON SALE OF PROPERTY

In fiscal 1999, the Company sold properties in Dearborn and East Lansing,
Michigan, at a combined after-tax gain totalling $1,133,000. In fiscal 1998, the
Company sold properties in Jackson and Kalamazoo, Michigan at a combined
after-tax gain totalling $407,000.

ADVERTISING EXPENSE

The Company expenses advertising costs the first time the advertising takes
place. Advertising expense totalled $18,375,000 in 2000, $18,705,000 in 1999 and
$17,566,000 in 1998.
























                                       F-5


<PAGE>   37
TAXES

The provision (credit) for income taxes consisted of:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
(in thousands)                                                                              2000          1999         1998
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>          <C>
Currently payable...................................................................      $    (48)      $ 2,835     $  954
Deferred............................................................................        (1,315)         (947)       (74)
                                                                                          --------       -------     -------
                                                                                          $ (1,363)      $ 1,888     $  880
                                                                                          ========       =======     =======
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

Income taxes as a percent of earnings (loss) before income taxes differed from
the statutory Federal income tax rate as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
(percent of earnings before income taxes)                                                  2000          1999         1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>         <C>
Statutory Federal income tax rate...................................................      (34.0)%        34.0%       34.0%
Other...............................................................................        1.2           1.0         1.0
                                                                                          ------        -----       -----
                                                                                          (32.8)%        35.0%       35.0%
                                                                                          ======        =====       =====
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

Deferred income taxes represent temporary differences in the recognition of
certain items for income tax and financial reporting purposes and are classified
as current or non-current in the consolidated balance sheets based on the
classification of the assets and liabilities which gave rise to the temporary
differences. The components of the net deferred income tax asset (liability) at
February 3, 2001, January 29, 2000, and January 30, 1999, were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                                    February 3,   January 29,   January 30,
(in thousands)                                                                         2001          2000          1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>           <C>           <C>
Deferred tax liabilities:
    Accelerated depreciation.....................................................     $  2,497      $  2,192      $  2,658
    Additional pension cost deductible for tax purposes..........................        5,541         5,184         5,152
    Other........................................................................          393           204           216
                                                                                      --------      --------       -------
                                                                                         8,431         7,580         8,026
                                                                                      --------      --------       -------
Deferred tax assets:
    Accrued employee benefits....................................................        1,476         1,578         1,592
    Accrued vacation pay.........................................................        1,530         1,326         1,292
    Additional inventory capitalized for tax purposes............................        1,215         1,096           991
    Net operating loss carryforward..............................................        1,244             -             -
    Deferred rent................................................................        1,021         1,026         1,031
    Other........................................................................        2,715         2,009         1,628
                                                                                      --------      --------       -------
                                                                                         9,201         7,035         6,534
                                                                                      --------      --------       -------

Net deferred tax asset (liability)...............................................     $    770      $  (545)       $(1,492)
                                                                                      ========      ========       =======

--------------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company believes it is more likely than not that deferred tax assets will be
used to offset future tax obligations. Accordingly, the Company has not recorded
a related valuation allowance.

Tax expense other than income taxes were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
(in thousands)                                                                              2000          1999        1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>          <C>           <C>
Payroll taxes....................................................................      $   8,729    $   8,235     $  8,087
Real estate and personal property taxes..........................................          4,451        4,493        4,185
Other taxes......................................................................            974        1,198        1,061
                                                                                       ---------    ---------     --------

                                                                                       $  14,154    $  13,926      $13,333
                                                                                       =========    =========     ========

--------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                       F-6


<PAGE>   38


CUSTOMER CREDIT AND RECEIVABLES

Credit sales under Jacobson credit plans were 36.6% of total sales in 2000,
34.2% in 1999 and 35.7% in 1998.

Revenues and direct costs associated with the Company's credit program are
summarized below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
(in thousands)                                                                            2000         1999          1998
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>           <C>          <C>
Finance charge revenues and fees.................................................      $   5,671     $  5,400     $  5,650
                                                                                       ---------     --------     --------
Cost of credit operation:
   Credit and collection administration..........................................          1,342        1,250        1,274
   Allocated interest expense....................................................          2,952        2,352        2,543
   Provision for doubtful accounts, net of recoveries............................            971          793          885
   Provision for income taxes....................................................            138          342          322
                                                                                        --------     --------     --------
                                                                                           5,403        4,737        5,024
                                                                                        --------     --------     --------
Net income from credit program...................................................       $    268     $    663     $    626
                                                                                        ========     ========     ========

   As a percent of credit sales..................................................           0.2%          0.4%         0.4%
                                                                                            ===           ===          ===

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The finance charge rate assessed under the Company's credit plans is 20.4%.
Allocated interest expense is computed at the average rate of interest incurred
on the revolving credit line applied to the average total receivables from
customers. The average rate was 9.1% in 2000, 7.8% in 1999 and 8.0% in 1998.

Receivables from customers at year-end were as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
                                                                                  February 3,   January 29,    January  30,
(in thousands)                                                                        2001         2000             1999
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>           <C>            <C>
Receivables from customers.......................................................    $  42,681    $  32,701    $   32,749
Less reserve for doubtful accounts...............................................          735          559           598
                                                                                     ---------    ---------    ----------

                                                                                     $  41,946    $  32,142    $   32,151
                                                                                     =========    =========    ==========

---------------------------------------------------------------------------------------------------------------------------
</TABLE>

Accounts written off, net of recoveries, were $795,000 in 2000, $833,000 in 1999
and $924,000 in 1998 (0.47%, 0.54% and 0.58%, respectively, of credit sales).


MERCHANDISE INVENTORIES

All merchandise inventories are valued at cost, which is lower than market, as
determined by the retail last-in, first-out (LIFO) method. At year-end,
merchandise inventories were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                  February 3,   January 29,    January 30,
(in thousands)                                                                       2001          2000           1999
 ---------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>           <C>           <C>
Inventories at first-in, first-out (FIFO) cost................................... $115,366      $  108,803    $   108,263
Less LIFO reserves...............................................................   15,288          16,898         17,809
                                                                                  ----------    ----------    -----------
                                                                                  $100,078      $   91,905    $    90,454
                                                                                  ========      ==========    ===========

----------------------------------------------------------------------------------------------------------------------------
</TABLE>




                                       F-7


<PAGE>   39
LONG-TERM LEASES

At February 3, 2001, the Company was obligated under non-cancelable long-term
leases for certain stores or portions of stores, and for certain fixtures and
equipment. Many of the leases contain renewal options. Most require payment of
taxes, insurance, and other costs applicable to the property and some require
additional rentals based on percentages of sales, which are recorded as rental
expense for both capital and operating leases.

Future minimum rental commitments as of February 3, 2001, for all non-cancelable
leases which had a remaining term of more than one year were as follows:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------
                                                                                  Operating              Capital
(in thousands)                                                                      Leases                Leases
-----------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                  <C>
2001 .....................................................................         $ 10,113             $     76
2002 .....................................................................            9,962                    8
2003 .....................................................................            9,717                   --
2004 .....................................................................            9,602                   --
2005 .....................................................................            9,257                   --
Thereafter ...............................................................          111,650                   --
                                                                                   --------             --------
Total minimum lease payments .............................................         $160,301                   84
                                                                                   ========
Less imputed interest ....................................................                                     5
                                                                                                        --------
Capital lease obligations, including current maturities of $72 ...........                              $     79
                                                                                                        ========
-----------------------------------------------------------------------------------------------------------------
</TABLE>


Capital leases are treated as installment purchases of depreciable property and
included in the consolidated balance sheets as property and equipment while the
related lease obligations are included in long-term debt. Interest based on
these obligations and amortization based on the lease terms are charged to
current operations in lieu of rental expense. All other leases are considered
operating leases and are accounted for by recording rental expense over the
terms of the leases.

Rental expense (net of rental income) was as follows:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
(in thousands)                                                           2000          1999            1998
------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>           <C>            <C>
Buildings and improvements:
   Operating leases:
      Minimum rent ............................................         $ 8,784       $ 7,685        $ 7,146
      Percentage rent .........................................           1,367         1,491          1,188
   Capital leases:
      Percentage rent .........................................             248           163            273
                                                                        -------       -------        -------
                                                                        $10,399       $ 9,339        $ 8,607
                                                                        =======       =======        =======
Fixtures and equipment:
   Operating leases ...........................................         $   992       $   949        $   927
                                                                        =======       =======        =======
-------------------------------------------------------------------------------------------------------------
</TABLE>



                                       F-8
<PAGE>   40

PROPERTY AND EQUIPMENT

Property and equipment at year-end are set forth below:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                                                                      February 3,   January 29,   January 30,
(in thousands)                                                            2001          2000          1999
-------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>           <C>           <C>
Land and improvements ...........................................      $  8,104      $  8,085      $  8,439
Buildings and improvements ......................................        88,085        86,248        88,702
Furniture, fixtures and equipment ...............................        68,056        57,271        55,113
Leasehold improvements ..........................................        23,494        13,848        12,742
Construction in progress ........................................         3,081         5,561         3,636
Capital leases ..................................................         9,186         9,186         9,232
                                                                       --------      --------      --------
                                                                        200,006       180,199       177,864
Less accumulated depreciation and amortization ..................       105,673        97,036        92,875
                                                                       --------      --------      --------
                                                                       $ 94,333      $ 83,163      $ 84,989
                                                                       ========      ========      ========
-------------------------------------------------------------------------------------------------------------
</TABLE>

Depreciation and amortization amounted to $8,636,000 in 2000, $8,425,000 in 1999
and $8,429,000 in 1998.

CAPITAL AND MAINTENANCE EXPENDITURES

Capital expenditures, including amounts under capital leases, for the past three
years are summarized below:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                                              Stores and Store     Support Facilities
(in thousands)                                                  Modernization         and Equipment      Total
---------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                  <C>                <C>
2000..........................................................    $  16,465            $  3,341        $ 19,806
1999..........................................................        7,909               1,465           9,374
1998..........................................................        7,573               2,522          10,095

---------------------------------------------------------------------------------------------------------------
</TABLE>

Stores and store modernization expenditures include those made for the
acquisition of land, buildings and improvements, and related fixtures and
equipment for new stores and expansion and re-fixturing of existing stores.
Support facilities and equipment expenditures relate to information systems and
corporate office and service center facilities.

Repairs and maintenance expense totaled $1,727,000 in 2000, $1,928,000 in 1999
and $1,879,000 in 1998.

RETIREMENT PLANS

The Company has a trusteed non-contributory defined benefit pension plan
covering substantially all of its employees. Benefits under the plan are based
on a final average pay formula. Service cost and the projected benefit
obligation under the projected unit credit actuarial method reflect the impact
of estimated increases in compensation on future pension benefits. Unrecognized
pension costs and credits, including actuarial gains and losses, are amortized
over the average remaining service period of those employees expected to receive
pension benefits. Pension credit was $1,048,000 in 2000 and $94,000 in 1999.
Pension expense was $162,000 in 1998. The Company's funding policy satisfies the
minimum funding requirements of the Employee Retirement Income Security Act of
1974 and the Internal Revenue Code of 1986. Pension plan assets are managed by
independent investment managers.



                                       F-9
<PAGE>   41

Net periodic pension expense (credit) was as follows:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                    2000        1999         1998
----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>         <C>         <C>
Components of Net Pension Expense (Credit):
Service cost for benefits earned during the year .......................         $ 1,411     $ 1,386     $ 1,657
Interest cost on projected benefit obligation ..........................           4,070       3,888       3,759
Expected return on assets ..............................................          (6,506)     (5,686)     (5,383)
Net amortization and deferral ..........................................             (23)        318         129
                                                                                 -------     -------     -------

Net pension expense (credit) ...........................................         $(1,048)    $   (94)    $   162
                                                                                 =======     =======     =======

----------------------------------------------------------------------------------------------------------------
</TABLE>

Changes in the projected benefit obligation, plan assets and reconciliation of
the funded status of the plan were as follows:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------
                                                                                               December  31,
                                                                                    ------------------------------------
(in thousands)                                                                      2000           1999           1998
------------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>            <C>             <C>
Change in Projected Benefit Obligation:
   Projected benefit obligation at beginning of year ..................          $ 54,219       $ 59,317        $ 53,059
   Service cost for benefits earned during the year ...................             1,411          1,386           1,657
   Interest cost on projected benefit obligation ......................             4,070          3,888           3,759
   Actuarial (gain) loss ..............................................             1,590         (7,231)          4,022
   Benefits paid ......................................................            (3,726)        (3,141)         (3,180)
                                                                                 --------       --------        --------

           Projected benefit obligation at end of year ................          $ 57,564       $ 54,219        $ 59,317
                                                                                 ========       ========        ========

Change in Plan Assets:
   Fair value of plan assets at beginning of year .....................          $ 90,714       $ 69,888        $ 70,257
   Actual return on plan assets .......................................            (4,903)        23,967           2,811
   Benefits paid ......................................................            (3,726)        (3,141)         (3,180)
                                                                                 --------       --------        --------

           Fair value of plan assets at end of year ...................          $ 82,085       $ 90,714        $ 69,888
                                                                                 ========       ========        ========

Reconciliation of Funded Status:
   Funded status ......................................................          $ 24,521       $ 36,495        $ 10,571
   Unrecognized net actuarial (gain) loss .............................            (8,320)       (21,342)          4,488
                                                                                 --------       --------        --------

           Net prepaid pension cost(1) ................................          $ 16,201       $ 15,153        $ 15,059
                                                                                 ========       ========        ========

(1)Included in other assets on the consolidated balance sheets.
------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
Actuarial Assumptions                                                                2000         1999         1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>         <C>          <C>
Discount rate:
   Beginning of year ...................................................             7 3/4%       6 3/4%       7 1/4%
   End of year .........................................................             7 1/2        7 3/4        6 3/4
Expected return on plan assets .........................................             9            9            9
Rate of increase in compensation .......................................             5            5            5

--------------------------------------------------------------------------------------------------------------------
</TABLE>

The Company contributed and charged to expense $266,000 in 2000, $288,000 in
1999 and $277,000 in 1998 for multi-employer pension plans. These contributions
were determined in accordance with the provisions of negotiated labor contracts
and generally are based on the number of hours worked. Under the provisions of
the Multi-Employer Pension Plan Amendments Act of 1980, if the Company should
substantially or totally withdraw from a multi-employer pension fund, it would
be required to continue contributions to such plan to the extent of its portion
of the plan's unfunded vested liability. Management has no plans to terminate
operations that would subject the Company to such liability.



                                      F-10
<PAGE>   42

The Company has a qualified salary deferral plan under Internal Revenue Code
Section 401(k). All employees of the Company who have completed one year of
service and are at least age 21 are eligible to participate in this plan. Under
this plan, the Company may elect to match 20% of the first 3% of employee
contributions per participant. These matching contributions vest immediately.
The charges to operations for matching contributions to the plan were $365,000
in 2000, $336,000 in 1999 and $330,000 in 1998.

ACCRUED EXPENSES

Accrued expenses at year-end were as follows:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
                                                                    February 3,  January 29,   January 30,
(in thousands)                                                          2001         2000          1999
---------------------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>            <C>
Wages and vacation pay ........................................       $ 9,368      $ 7,830        $ 7,135
Taxes other than income taxes .................................         2,453        2,018          1,733
Interest ......................................................         1,238          845            870
Other .........................................................         6,634        8,019          7,036
                                                                      -------      -------        -------
                                                                      $19,693      $18,712        $16,774
                                                                      =======      =======        =======

----------------------------------------------------------------------------------------------------------
</TABLE>


FINANCING

The Company has a $100,000,000 revolving credit facility under a Revolving
Credit Agreement with a commercial lender. The revolving credit facility
provides for borrowings of up to $80,000,000, subject to a borrowing base
limitation and lender reserves. The Company may, at its option, increase the
maximum available borrowings under the facility to up to $100,000,000 in the
aggregate, subject to the borrowing base limitation and lender reserves. Loans
under the facility bear interest at either or both of two variable interest rate
alternatives as chosen by the Company. One of the interest rates may decrease if
the Company meets specified performance measures, which were not met in 2000.
The facility also permits up to $5,000,000 in letters of credit, which decrease
the amount available for loans.

Borrowings under the revolving credit facility mature on March 24, 2002. Each
year, the Company may request a one-year extension of the maturity date, subject
to lender approval. Any party may terminate the facility as of the maturity date
by giving 90 days notice. The Company may also terminate the facility early upon
90 days notice if it pays a termination fee equal to one-half of one percent a
year (for what would have been the remaining term of the facility) of the
average daily balance of loans and letters of credit under the facility since
its inception. The facility carries a line of credit fee equal to one-quarter of
one percent a year of the excess of the aggregate commitments under the facility
(currently $80,000,000) over the amount of loans and letters of credit
outstanding and an agent's fee of $45,000 a year. Borrowings under the facility
are guaranteed by the Company's subsidiaries and secured by accounts receivable,
inventory and related intangible assets and the proceeds thereof of the Company
and its subsidiaries.

Revolving credit line borrowings and interest rates for the past three years
were as follows:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------
(in thousands)                                                           2000         1999         1998
-----------------------------------------------------------------------------------------------------------
<S>                                                                   <C>           <C>          <C>
Maximum amount outstanding .......................................      $78,327       $51,645      $55,974
Daily weighted average amount outstanding ........................       45,794        36,071       38,801
Daily weighted average interest rate .............................          9.1%          7.8%         8.0%

-----------------------------------------------------------------------------------------------------------
</TABLE>



                                      F-11
<PAGE>   43

At year-end, long-term debt, less current maturities, consisted of the
following:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------------
                                                                                   February 3,   January 29,   January 30,
(in thousands)                                                                         2001          2000         1999
--------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>          <C>           <C>
6 3/4% Convertible Subordinated Debentures due 2011 .............................    $ 24,150     $ 25,875      $ 27,600
Mortgage notes and collateral trust bonds due through 2013,
   at rates from 5.89% to 9.10% .................................................      24,541       26,543        28,657
Industrial development revenue bond obligations,
   due through 2015, at variable rates below prime ..............................       7,892        8,209         8,526
Notes under Revolving credit line, at a blended rate below prime ................      71,096       25,066        34,875
                                                                                     --------     --------      --------
                                                                                      127,679       85,693        99,658

Capital lease obligations .......................................................           7           79           145
                                                                                     --------     --------      --------
                                                                                     $127,686     $ 85,772      $ 99,803
                                                                                     ========     ========      ========

--------------------------------------------------------------------------------------------------------------------------
</TABLE>

The 6 3/4% Convertible Subordinated Debentures are convertible to shares of the
Company's common stock at any time prior to maturity, unless previously
redeemed, at $32.67 per share, subject to adjustment in certain events. The
debentures are redeemable at the option of the Company at par. Mandatory annual
sinking fund payments of $1,725,000 are required each December 15. At February
3, 2001, 783,000 shares of authorized common stock were reserved for conversion.

The Company's current loan agreements include, among other things, covenants
requiring minimum working capital and minimum net worth, and restricting capital
expenditures, capital stock redemptions and dividend payments. The Revolving
Credit Agreement limits cash dividends to 50.0% of net income for the
immediately preceding fiscal year, subject to a maximum of $.50 per outstanding
share per year and borrowing availability restrictions.

Aggregate maturities of long-term debt for the next five years are as follows:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------
                                                         Capital
                                                        Long-Term        Lease
(in thousands)                                             Debt      Obligations(1)      Total
-----------------------------------------------------------------------------------------------
<S>                                                   <C>          <C>                <C>
2001 ...........................................         $ 3,772        $    72        $ 3,844
2002 ...........................................          75,099              7         75,106
2003 ...........................................           8,785             --          8,785
2004 ...........................................           4,090             --          4,090
2005 ...........................................          10,599             --         10,599

(1) Excluding imputed interest.
-----------------------------------------------------------------------------------------------
</TABLE>

Based on the quoted market price of the 6 3/4% Convertible Subordinated
Debentures due 2011 and on the current rates offered to the Company for other
long-term debt of similar remaining maturities, the estimated fair value of
total long-term debt, excluding capital lease obligations, was less than the
carrying value by approximately $9,500,000 at February 3, 2001, $8,200,000 at
January 29, 2000 and $4,000,000 at January 30, 1999.



                                      F-12
<PAGE>   44

STOCK OPTIONS

At February 3, 2001, 973,125 shares of Jacobson Stores Inc. common stock were
reserved for issuance under a stock option plan adopted in 1994 and options for
an additional 420,687 shares were available for grant to directors and
employees.

The Company follows the disclosure requirements of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation", but
continues to account for these plans under APB Opinion No. 25, under which no
compensation cost has been recognized. Had compensation cost for these plans
been determined in accordance with SFAS No. 123 in 2000, the Company would have
had net loss of $3,416,000 ($0.59 per share). Under SFAS No. 123, in 1999 the
Company would have had net earnings of $2,952,000 ($0.51 per share) and in 1998
the Company's net earnings and earnings per common share would have been
$776,000 ($0.13 per share).

Option activity for the past three years was as follows:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------
                                                                                Number     Weighted Average
                                                                               of Shares     Option Price
------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>           <C>
Options outstanding at January 31, 1998 (including
   exercisable options for 304,313 shares) .................................    620,750       $    9.14

Activity during 1998:
   Granted .................................................................    173,000           13.66
   Exercised ...............................................................      9,188           11.01
   Expired .................................................................     49,687           11.50
                                                                                -------
Options outstanding at January 30, 1999 (including
   exercisable options for 456,907 shares) .................................    734,875           10.02

Activity during 1999:
   Granted .................................................................    126,500            6.47
   Expired .................................................................     41,250           10.79
                                                                                -------

Options outstanding at January 29, 2000 (including
   exercisable options for 542,375 shares) .................................    820,125            9.42

Activity during 2000:
   Granted .................................................................    241,500            5.04
   Expired .................................................................     88,500            9.29
                                                                                -------

Options outstanding at February 3, 2001 (including exercisable
   options for 704,125 shares) .............................................    973,125       $    8.34
                                                                                =======       =========

------------------------------------------------------------------------------------------------------------
</TABLE>

The weighted average fair value of options granted in 2000, 1999 and 1998
totalled $2.10, $3.91 and $7.87, respectively. The fair value of each option
grant is estimated on the date of grant using the Black-Scholes option pricing
model. The weighted average assumptions used in valuing the option grants for
2000, 1999 and 1998, respectively, were expected life, 8.0, 9.7 and 9.9 years;
interest rate, 6.3%, 5.3% and 5.6%; and volatility (the measure by which the
stock price has fluctuated or will be expected to fluctuate during the period),
64.3%, 41.5% and 34.9%.

At February 3, 2001, 344,000 of the outstanding options have exercise prices
that range between $3.50-$8.00, with a weighted average exercise price of $5.57.
Of these options, 152,125 options are exercisable, with a weighted average
exercise price of $5.64 and a weighted average contractual maturity of 8.3
years. The remaining 629,125 outstanding options have exercise prices that range
between $8.37-$14.38, with a weighted average exercise price of $9.86. Of these
options, 552,000 options are exercisable, with a weighted average exercise price
of $9.47 and a weighted average contractual maturity of 5.9 years.



                                      F-13


<PAGE>   45

PREFERRED STOCK PURCHASE RIGHTS

The Company has a Rights Agreement, under which a Right is attached to each of
the Company's Common Shares. Each Right, when it becomes exercisable, entitles
the registered holder to purchase from the Company one one-hundredth of a share
of Series A Preferred Stock at an exercise price of $100, subject to adjustment.
The Company has reserved 100,000 shares of Series A Preferred Stock for issuance
on the exercise of the Rights. The Rights trade with the Company's Common Shares
until they become exercisable, which occurs on the date of public announcement
that any person or group has acquired, or 10 days (or such later date as the
Board of Directors may determine) after the commencement of, or public
announcement of an intention to commence, an offer to acquire beneficial
ownership of 20% or more of the Company's Common Shares (subject to certain
exceptions, including an offer to buy all shares that is approved by the
Company's disinterested directors). After the Rights become exercisable, each
Right (except those of the acquiring person or group) will entitle the holder to
purchase upon exercise of the Right, at the then current exercise price of the
Right, Company Common Shares having an average market value of twice the current
exercise price of the Right. Alternatively, if the Company is acquired in a
merger or other business combination or if more than 50% of its assets or
earning power are sold to an acquiring person or in a transaction in which all
holders of Common Shares are not treated alike, each Right (except those of the
acquiring person or group) will entitle the holder to purchase, upon exercise,
at the then current exercise price of the Right, common shares of the acquiring
company having an average market value of twice the current exercise price of
the Right. The Rights may be redeemed by the Company for one cent per Right
prior to the date a person or group acquires 20% or more of the Company's Common
Shares, and will expire on October 25, 2008, unless extended or earlier redeemed
by the Board of Directors.


EARNINGS PER SHARE

Basic earnings per common share are computed by dividing reported earnings
available to common shareholders by weighted average common shares outstanding.
Diluted earnings per common share give effect to dilutive potential common
shares. Earnings per common share are calculated as follows:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
(dollars and shares in thousands)                                                  2000         1999         1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>          <C>
Earnings (loss) available to common shareholders ..........................      $(2,787)      $ 3,506      $ 1,635
                                                                                 =======       =======      =======

Weighted average common shares outstanding ................................        5,788         5,788        5,784
Dilutive stock options ....................................................           --            --          118
                                                                                 -------       -------      -------

   Shares used to calculate diluted earnings per common share .............        5,788         5,788        5,902
                                                                                 =======       =======      =======

Earnings (loss) per common share:
   Basic ..................................................................      $  (.48)      $   .61      $   .28
   Diluted ................................................................         (.48)          .61          .28
                                                                                 =======       =======      =======

-------------------------------------------------------------------------------------------------------------------
</TABLE>

Potential common shares attributable to stock options or assumed conversion of
debentures are reported in the above table only if dilutive. Potential shares
represented by anti-dilutive stock options totaled 973,000, 810,000 and 152,000
in 2000, 1999 and 1998, respectively.

The Company's 6 3/4% Convertible Subordinated Debentures due 2011 represent
potential common shares for computation of diluted earnings per share, but are
anti-dilutive for 2000, 1999 and 1998. Assumed conversion of the debentures
would have added 800,000, 847,000 and 925,000 to shares used to calculate
diluted earnings per share in 2000, 1999 and 1998, respectively.



                                      F-14
<PAGE>   46
CONDENSED BALANCE SHEETS

Condensed balance sheets of Jacobson Stores Realty Company and merchandising
operations are shown below:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------
                                                                     February 3,    January 29,     January 30,
(in thousands)                                                           2001           2000            1999
--------------------------------------------------------------------------------------------------------------
JACOBSON STORES REALTY COMPANY
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>             <C>
Current assets ................................................        $    319       $    220        $     71
Advances to Jacobson Stores Inc. ..............................          33,135         33,116          28,607
Property and equipment, net ...................................          36,776         39,089          43,245
Investments and other assets ..................................           2,094          2,208           2,334
                                                                       --------       --------        --------
       Assets .................................................        $ 72,324       $ 74,633        $ 74,257
                                                                       ========       ========        ========

Current liabilities ...........................................        $  3,197       $  4,100        $  3,447
Long-term debt ................................................          32,433         34,542          36,637
Other liabilities .............................................             811          1,055           1,476
Equity of Jacobson Stores Inc. ................................          35,883         34,936          32,697
                                                                       --------       --------        --------
       Liabilities and Equity .................................        $ 72,324       $ 74,633        $ 74,257
                                                                       ========       ========        ========
--------------------------------------------------------------------------------------------------------------
JACOBSON STORES INC. (merchandising operations)
--------------------------------------------------------------------------------------------------------------

Current assets ................................................        $150,307       $131,575        $131,787
Property and equipment, net ...................................          57,557         44,074          41,744
Investments and other assets ..................................          21,294         19,716          20,972
                                                                       --------       --------        --------
       Assets .................................................        $229,158       $195,365        $194,503
                                                                       ========       ========        ========

Current liabilities ...........................................        $ 53,603       $ 59,702        $ 52,320
Long-term debt ................................................          95,254         51,230          63,166
Other liabilities .............................................           9,293          9,710          10,070
Advances from subsidiaries ....................................          41,659         41,640          37,131
Shareholders' equity ..........................................          29,349         33,083          31,816
                                                                       --------       --------        --------
       Liabilities and Equity .................................        $229,158       $195,365        $194,503
                                                                       ========       ========        ========

--------------------------------------------------------------------------------------------------------------
</TABLE>

Jacobson Credit Corp. had no financial activity in 2000, 1999 or 1998. Its
balance sheet includes Advances to Jacobson Stores Inc. and offsetting Equity of
Jacobson Stores Inc. totalling $8,524,000.



                                      F-15
<PAGE>   47

               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES
                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


BASIS OF REPORTING. Jacobson Stores Inc. operates specialty department stores in
24 cities in Michigan, Indiana, Kansas, Kentucky, Ohio and Florida. The
consolidated financial statements include the accounts of the Company and two
wholly-owned subsidiaries, Jacobson Stores Realty Company and Jacobson Credit
Corp. All significant inter-company transactions and balances have been
eliminated.

FISCAL YEAR. The Company's fiscal year ends on the Saturday nearest January 31.
Fiscal year 2000 consisted of 53 weeks and ended February 3, 2001. Fiscal years
1999 and 1998 consisted of 52 weeks ended January 29, 2000 and January 30, 1999,
respectively.

SALES. Sales are net of returns. Restaurant and alteration revenues are
reflected as a reduction of cost of merchandise sold. Finance charge revenues
are recorded as income when earned and are reflected as a reduction of selling,
general and administrative expenses.

RECEIVABLES FROM CUSTOMERS. An account is reviewed for write-off if one full
monthly payment (payment of 10% effective October 2000 and 20% prior to October
2000) has not been received during the previous four month period or if it is
otherwise determined that the account is uncollectible.

MERCHANDISE INVENTORIES. All merchandise inventories are valued at cost, which
is lower than market, as determined by the retail last-in, first-out (LIFO)
method.

PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost. Major
replacements and improvements are charged to the property and equipment
accounts. Maintenance, repairs and minor replacements are charged to expense as
incurred. When assets are sold, retired, or fully depreciated, their cost and
related accumulated depreciation and amortization are removed from the property
and equipment accounts, and any gain or loss is reflected in the consolidated
statements of earnings.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization are provided on the
straight-line basis over the estimated useful lives of the property and
equipment, or over the respective lease terms, if such periods are shorter.
Buildings and improvements are depreciated over ten to forty years. Furniture,
fixtures and equipment are depreciated over five to ten years.

CAPITALIZATION OF INTEREST. Interest expense incurred on properties under
development is capitalized to reflect properly the costs of properties up to the
time they are ready for their intended use. The amounts capitalized are then
amortized over the respective lives of the depreciable assets.

PRE-OPENING EXPENSES. Expenditures of a non-capital nature associated with
opening a new store are charged to expense as incurred.

INCOME TAXES. Deferred income taxes result from differences between the tax
basis of an asset or liability and its reported amount in the consolidated
financial statements (temporary differences) and are adjusted for changes in tax
laws and rates.



                                      F-16
<PAGE>   48

EARNINGS PER SHARE. Basic earnings per share are computed by dividing reported
earnings available to common shareholders by weighted average common shares
outstanding. Diluted earnings per share give effect to potential common shares
represented by stock options and the Company's 6 3/4% Convertible Subordinated
Debentures due 2011, except if anti-dilutive. If dilutive, the debentures would
be converted to common stock in the computation of diluted earnings per share
with a corresponding increase in net earnings to reflect reduction in related
interest expense, net of income taxes.

FINANCIAL INSTRUMENTS. With the exception of long-term debt and shareholders'
equity, the Company records all financial instruments, including cash
equivalents, receivables from customers and accounts payable, at or in amounts
approximating market value.

USE OF ESTIMATES. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses for the fiscal year. Actual results could
differ from those estimates.

RECLASSIFICATIONS. Certain amounts in prior year financial statements have been
reclassified to conform to the 2000 presentation. None of these
reclassifications affected net earnings.

OPERATING SEGMENTS. The Company sells women's, men's and children's apparel and
accessories, as well as home accessories, at its store locations. The Company's
decision makers evaluate each store's operating performance. Under this
organization, the operating segments have been aggregated into one reportable
segment. The accounting policies of the operating segments are the same as those
described in this Summary of Significant Accounting Policies.

DERIVATIVE INSTRUMENTS. On February 4, 2001, the Company adopted Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities", as amended. This Statement, as amended, establishes
accounting and reporting standards over derivative instruments (including
certain derivative instruments embedded in other contracts). The impact of
adopting this standard was not material to the Company.



                                      F-17

<PAGE>   49
               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES
                        QUARTERLY INFORMATION (unaudited)


OPERATING RESULTS

The unaudited quarterly operating results shown below were prepared using the
same accounting policies that are applied to the annual data.

<TABLE>
<CAPTION>

==================================================================================================================
                                                                                     Quarter
                                                                 -------------------------------------------------
(in thousands except per share data)                               First      Second          Third       Fourth
------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>           <C>          <C>
2000
----

Net sales ...................................................    $ 115,179    $  93,871     $  96,598    $ 154,471
Cost of merchandise sold, buying and
   occupancy expenses .......................................       72,790       67,165        63,261      103,263
Selling, general and administrative expenses ................       36,286       31,609        35,168       46,340
Interest expense, net .......................................        1,817        1,810         1,920        2,840
Earnings (loss) before income taxes .........................        4,286       (6,713)       (3,751)       2,028
Net earnings (loss) .........................................        2,786       (4,364)       (2,438)       1,229
Earnings (loss) per common share:
   Basic ....................................................    $     .48    $    (.75)    $    (.42)   $     .21
   Diluted ..................................................          .48         (.75)         (.42)         .21

1999
----

Net sales ...................................................    $ 113,959    $  94,186     $  94,380    $ 145,550
Cost of merchandise sold, buying and
   occupancy expenses .......................................       73,697       68,609        60,684       93,422
Selling, general and administrative expenses ................       34,391       31,132        34,554       39,381
Interest expense, net .......................................        1,804        1,773         1,697        2,003
Non-recurring charge ........................................           --           --            --        1,251
Gains on sale of property ...................................           --         (523)           --       (1,194)
Earnings (loss) before income taxes .........................        4,067       (6,805)       (2,555)      10,687
Net earnings (loss) .........................................        2,644       (4,423)       (1,661)       6,946
Earnings (loss) per common share:
   Basic ....................................................    $     .46    $    (.76)    $    (.29)   $    1.20
   Diluted ..................................................          .46         (.76)         (.29)        1.20

1998
----

Net sales ...................................................    $ 114,825    $  95,256     $  95,636    $ 138,588
Cost of merchandise sold, buying and
   occupancy expenses .......................................       72,762       70,184        63,099       89,227
Selling, general and administrative expenses ................       36,204       31,390        35,165       36,461
Interest expense, net .......................................        1,948        1,978         1,881        2,108
Gains on sale of property ...................................           --           --          (659)          42
Earnings (loss) before income taxes .........................        3,911       (8,296)       (3,850)      10,750
Net earnings (loss) .........................................        2,542       (5,392)       (2,503)       6,988
Earnings (loss) per common share:
   Basic ....................................................    $     .44    $    (.93)    $    (.43)   $    1.21
   Diluted ..................................................          .42         (.93)         (.43)        1.21

------------------------------------------------------------------------------------------------------------------
</TABLE>



                                      F-18
<PAGE>   50

The Company's business is seasonal in nature. Traditionally, a higher proportion
of sales and net earnings is generated in the fourth quarter (which includes the
Christmas season). The anticipated effective annual tax rate is used to compute
income taxes on a quarterly basis. The gross margins used in calculating cost of
goods sold for interim periods include an allocation of the estimated annual
LIFO provision, which cannot be determined precisely until the year-end
inventory value is known and the Bureau of Labor Statistics Department Store
Index is published in February.

The impact of LIFO on earnings per share as it was reported and as it would have
been had the actual charge (benefit) been known when the quarterly allocations
were made is shown below.

<TABLE>
<CAPTION>

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

                                      As Reported                             As Reallocated
                              ---------------------------              ----------------------------
         Quarter              2000       1999        1998               2000       1999       1998
---------------------------------------------------------------------------------------------------
<S>                         <C>        <C>        <C>                <C>        <C>        <C>
           1st                $ .04      $ .04      $ .04              $(.04)     $(.03)     $(.02)
           2nd                 (.04)       .03        .03               (.04)      (.02)      (.02)
           3rd                   --        .03        .03               (.04)      (.02)      (.02)
           4th                 (.18)      (.20)      (.19)              (.06)      (.03)      (.03)
                              -----      -----       ----              -----      -----      -----
                              $(.18)     $(.10)     $(.09)             $(.18)     $(.10)     $(.09)
                              =====      =====      =====              =====      =====      =====

---------------------------------------------------------------------------------------------------
</TABLE>



                                      F-19
<PAGE>   51

               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Shareholders of Jacobson Stores Inc.:

We have audited the accompanying consolidated balance sheets of JACOBSON STORES
INC. (a Michigan corporation) and subsidiaries as of February 3, 2001, January
29, 2000 and January 30, 1999 and the related consolidated statements of
earnings, shareholders' equity and cash flows for each of the three fiscal years
in the period ended February 3, 2001. 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 financial position of Jacobson Stores Inc. and
subsidiaries as of February 3, 2001, January 29, 2000 and January 30, 1999 and
the results of their operations and their cash flows for each of the three
fiscal years in the period ended February 3, 2001, in conformity with accounting
principles generally accepted in the United States.



                                                  /s/  ARTHUR ANDERSEN LLP
                                                  ------------------------------

Detroit, Michigan
  March 2, 2001



                                      F-20

<PAGE>   52

               JACOBSON STORES INC. AND CONSOLIDATED SUBSIDIARIES

         SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                                FEBRUARY 3, 2001
                                 (in thousands)


<TABLE>
<CAPTION>

                      Column A                              Column B        Column C        Column D     Column E

                                                                            Amounts
                                                                            Charged        Deductions
                                                            Balance         (Credited)         For        Balance
                                                            Beginning       to Costs &       Amounts      End of
                     Description                            of Period       Expenses           Paid       Period
-------------------------------------------------------    -----------     -----------     ----------     -------
<S>                                                        <C>             <C>             <C>          <C>
52 WEEKS ENDED JANUARY 30, 1999:

Store Closing Costs -
    Reserve to state property and
       equipment at estimated fair value                     $ 2,210         $(2,210)        $    --      $    --
    Expense to hold closed facilities
       pending disposition                                       413              --            (288)         125
                                                             -------         -------         -------      -------

                                                             $ 2,623         $(2,210)        $  (288)     $   125
                                                             =======         =======         =======      =======


52 WEEKS ENDED JANUARY 29, 2000:

Store Closing Costs -
    Reserve to state property and
       equipment at estimated fair value                     $    --         $    --         $    --      $    --
    Expense to hold closed facilities
       pending disposition                                       125              --             125           --
                                                             -------         -------         -------      -------

                                                             $   125         $    --         $   125      $    --
                                                             =======         =======         =======      =======


53 WEEKS ENDED FEBRUARY 3, 2001:

Store Closing Costs -
    Reserve to state property and
       equipment at estimated fair value                     $    --         $    --         $    --      $    --
    Expense to hold closed facilities
       pending disposition                                        --              --              --           --
                                                             -------         -------         -------      -------

                                                             $    --         $    --         $    --      $    --
                                                             =======         =======         =======      =======
</TABLE>



                                       S-1
<PAGE>   53
                          REPORT OF INDEPENDENT PUBLIC
                   ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE


To the shareholders of Jacobson Stores Inc.:

We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements of JACOBSON STORES INC.,
and subsidiaries included in this Form 10-K, and have issued our report thereon
dated March 2, 2001. Our audits were made for the purpose of forming an opinion
on the basic financial statements taken as a whole. The schedule listed at item
14(a)2 on page S-1 is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.




                                                        /s/  Arthur Andersen LLP
                                                        ------------------------
Detroit, Michigan,
  March 2, 2001.

                                       S-2
<PAGE>   54
                                    EXHIBITS:
                                    --------



         10(a)   Amendment to Employment Agreement, between Jacobson Stores Inc.
                 and P. Gerald Mills, dated April 3, 2001.

         10(b)   Executive Employment Agreement, dated as of April 15, 2001,
                 between Jacobson Stores Inc. and Theodore R. Kolman.

         10(c)   Jacobson Stores Inc. Management Incentive Plan, dated March 22,
                 2001.

         23      Consent of Arthur Andersen LLP.

         In addition, the previously-filed exhibits listed below are
incorporated herein by reference. (All references are to Securities and Exchange
Commission File #0-6319 unless otherwise noted.)

<TABLE>
<CAPTION>

Current            Identification of
Exhibit           Description of Exhibit                                     Prior Filing
-------           ----------------------                          ----------------------------------
<S>         <C>                                                 <C>
3(i)(a)      Restated Articles of Incorporation,                  Exhibit 19(a) to Form 10-Q,
             Jacobson Stores Inc., as amended and                 Quarter Ended April 29,
             restated May 25, 1989.                               1989.

3(i)(b)      Certificate of Designation, Preferences and          Exhibit 3(a) to Form 10-Q,
             Rights of Preferred Stock of Jacobson                Quarter Ended October 29, 1988.
             Stores Inc.

3(ii)        By-laws, Jacobson Stores Inc., as                    Exhibit 3(ii) to Form 10-Q,
             amended November 20, 1997.                           Quarter Ended October 25,
                                                                  1997.

4(a)         Revolving Credit Agreement, dated as                 Exhibit 4(c) to Form 10-K,
             of March 24, 1997, between Jacobson                  Year Ended January 25, 1997.
             Stores Inc. and The CIT Group/Business
             Credit, as agent.
</TABLE>



                                       E-1
<PAGE>   55

<TABLE>
<CAPTION>

Current                                                                   Identification of
Exhibit               Description of Exhibit                                 Prior Filing
-------               ----------------------                      ----------------------------------
<S>         <C>                                                 <C>
4(b)         Amendment to Revolving Credit Agreement,             Exhibit 4 to Form 10-Q,
             dated June 8, 1998.                                  Quarter Ended August 1, 1998.

4(c)         Amendment to Revolving Credit Agreement,             Exhibit 4(a) to Form 10-K,
             dated January 21, 2000                               Year Ended January 29, 2000.

4(d)         Election under Section 780, Michigan                 Exhibit 28 to Form 10-Q,
             Business Corporation Act.                            Quarter Ended October 27, 1984.

4(e)         Indenture dated as of December 15,                   File #33-10532:
             1986 between Jacobson Stores Inc.                    Exhibit 4(a) to Form S-2
             and National Bank of Detroit, as                     (Amendment No. 1), filed
             Trustee.                                             December 12, 1986.

4(f)         Rights Agreement dated as of October 9,              Exhibit I to Form 8-A, dated
             1998 between Jacobson Stores Inc. and                October 26, 1998.
             Norwest Bank Minnesota, N.A., as
             Rights Agent.

10(d)        Employment Agreement, dated as of                    Exhibit 10(a) to Form 10-Q,
             June 11, 1998, between Jacobson Stores Inc.          Quarter Ended May 2, 1998.
             and P. Gerald Mills.

10(e)        Amendment to Employment Agreement,                   Exhibit 10(a) to Form 10-K,
             between Jacobson Stores Inc. and                     Year Ended January 30, 1999.
             P. Gerald Mills, dated April 7, 1999.

10(f)        Amendment to Employment Agreement,                   Exhibit 10(a) to Form 10-K,
             between Jacobson Stores Inc. and                     Year Ended January 29, 2000.
             P. Gerald Mills, dated April 10, 2000.

10(g)        Employment Agreement, dated as of                    Exhibit 10(b) to Form 10-Q,
             June 11, 1998, between Jacobson Stores Inc.          Quarter Ended May 2, 1998.
             and Paul W. Gilbert.

10(h)        Amendment to Employment Agreement                    Exhibit 10(b) to Form 10-K,
             between Jacobson Stores Inc. and                     Year Ended January 30, 1999.
             Paul W. Gilbert, dated April 7, 1999.

10(i)        Amendment to Employment Agreement,                   Exhibit 10(b) to Form 10-K,
             between Jacobson Stores Inc. and                     Year Ended January 29, 2000.
             Paul W. Gilbert, dated April 10, 2000.

10(j)        Employment Agreement, dated as of                    Exhibit 10(c) to Form 10-Q,
             June 11, 1998, between Jacobson Stores Inc.          Quarter Ended May 2, 1998.
             and James A. Rodefeld.

10(k)        Amendment to Employment Agreement,                   Exhibit 10(c) to Form 10-K,
             between Jacobson Stores Inc., and                    Year Ended January 30, 1999.
             James A. Rodefeld, dated April 7, 1999.
</TABLE>



                                       E-2
<PAGE>   56

<TABLE>
<CAPTION>

Current                                                                  Identification of
Exhibit               Description of Exhibit                                Prior Filing
-------               ----------------------                      --------------------------------
<S>         <C>                                                 <C>
10(l)        Amendment to Employment Agreement,                   Exhibit 10(c) to Form 10-K,
             between Jacobson Stores Inc. and                     Year Ended January 29, 2000.
             James A. Rodefeld, dated April 10, 2000.

10(m)        Executive Employment Agreement, dated                Exhibit 10(d) to Form 10-K,
             as of April 11, 2000, between Jacobson Stores        Year Ended January 29, 2000.
             Inc. and Theodore R. Kolman.

10(n)        Amendment to Employment Agreement, dated as          Exhibit 10 to Form 10-Q,
             of May 26, 2000, between Jacobson Stores Inc.        Quarter Ended April 29,
             and Theodore R. Kolman.                              2000.

10(o)        Executive Employment Agreement, dated as of          Exhibit 10(e) to Form 10-K,
             April 8, 2000, between Jacobson Stores Inc.          Year Ended January 29, 2000.
             and Beverly A. Rice.

10(p)        Split Dollar Agreement, dated January 31,            Exhibit 10(k) to Form 10-K,
             1992, between Jacobson Stores Inc. and               Year Ended January 27, 1996.
             Paul W. Gilbert.

10(q)        Jacobson Stores Inc. Deferred Compensation           Exhibit 10(e) to Form 10-K,
             Plan Amended and Restated Effective                  Year Ended January 30, 1999.
             January 28, 1999.

10(r)        Jacobson Stock Option Plan of 1994.                  Exhibit A to Proxy Statement
                                                                  in connection with the Annual
                                                                  Meeting of Shareholders held
                                                                  on May 26, 1994.

10(s)        First Amendment to Jacobson Stock                    Exhibit 10(m) to Form 10-K,
             Option Plan of 1994.                                 Year Ended January 27, 1996.

10(t)        Second Amendment to Jacobson Stock                   Exhibit 10(b) to Form 10-Q,
             Option Plan of 1994.                                 Quarter Ended July 26, 1997.

10(u)        Third Amendment to Jacobson Stock                    Exhibit A to Proxy Statement
             Option Plan of 1994.                                 dated April 10, 1998 in
                                                                  connection with Annual Meeting
                                                                  of Shareholders held May 28, 1998.

10(v)        Jacobson Stores Inc. Management                      Exhibit 10(f) to Form 10-K,
             Incentive Plan, dated March 23, 2000.                Year Ended January 29, 2000.

10(w)        Jacobson Stores Inc. Management                      Exhibit 10 to Form 10-Q,
             Incentive Plan, dated as of May 25, 2000.            Quarter Ended July 29, 2000.

21           Schedule of Subsidiaries.                            Exhibit 21 to Form 10-K, Year
                                                                  Ended January 27, 1996.
</TABLE>



                                       E-3