<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

                                   (Mark One)

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

                   FOR THE FISCAL YEAR ENDED JANUARY 29, 2000

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

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

             For the transition period from            to
                                            ----------    ----------

                         Commission File Number: 1-14987

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

                                    TOO, INC.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

          DELAWARE                                              31-1333930
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                      3885 MORSE ROAD, COLUMBUS, OHIO 43219
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

         Registrant's telephone number, including area code 614-479-3500

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

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

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

       Title of each class             Name of each exchange on which registered
--------------------------------       -----------------------------------------
 Common Shares, $.10 par value                  New York Stock Exchange


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

        ----------------------------------------------------------------
<PAGE>   2
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
                                                     YES  X        NO
                                                         ---          ---

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

The aggregate market value of the voting stock held by non-affiliates of the
Registrant at March 31, 2000 was $727,003,500. There were 30,734,019 shares of
the Registrant's common stock outstanding at March 31, 2000.
<PAGE>   3
                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the our annual report to shareholders for the fiscal year ended
January 29, 2000 are incorporated by reference into Part I and Part II and
portions of our proxy statement for the Annual Meeting of Shareholders scheduled
for May 16, 2000 are incorporated by reference into Part III.

PART I

ITEM  1. BUSINESS

THE COMPANY

Too, Inc. (hereafter referred to as "Too" or the "Company") is a rapidly
growing, specialty retailer that sells apparel, underwear, sleepwear, swimwear,
lifestyle and personal care products for fashion-aware, trend-setting girls ages
seven to fourteen years. The Company designs, sources and markets products under
the proprietary "Limited Too" brand name. Prior to the Spin-off, the Company was
a wholly-owned subsidiary of The Limited, Inc. ("The Limited").

In 1987, The Limited established "Limited Too" brand stores adjacent to or as
departments within The Limited stores to provide similar apparel to young girls,
and also apparel for infants. From 1987 to the end of fiscal 1995, we expanded
our locations from two stores to 288 stores. In 1996, a new management team
recognized that its core customer had her own emerging sense of style and
revised our strategy to focus on girls seven to fourteen years of age as our
target customer group. In 1999, the Board of Directors of The Limited approved a
plan to distribute to its shareholders all of the outstanding common shares of
Too, Inc.

Effective August 23, 1999, The Limited distributed to its shareholders of record
as of August 11, 1999, all of its interest in Too on the basis of one share of
Too common stock for each seven shares of The Limited common stock (the
"Spin-off"). The Spin-off resulted in 30.7 million shares of Too common stock
outstanding as of August 23, 1999. As a result of the Spin-off, the Company
became an independent, separately traded, public company. In connection with the
Spin-off, Too and The Limited entered into various agreements which cover
certain aspects of our ongoing relationship with The Limited.

DESCRIPTION OF OPERATIONS

Too is a specialty retailer of quality apparel, underwear, sleepwear, swimwear,
lifestyle and personal care products for fashion-aware, trend-setting young
girls ages seven to fourteen years. Our target customers, girls ages seven to
fourteen, are active, creative and image-conscious, enjoy shopping and want to
describe themselves as "fun" and "cool". We believe our target customers want a
broad assortment of merchandise for their range of dressing occasions, including
school, leisure activities or special occasions. We continually update our
merchandise assortment, which includes non-apparel merchandise, such as candy,
jewelry, toiletries, cosmetics and lifestyle furnishings for her room.

To attract our target customers, we create an in-store atmosphere that is
visually appealing and provides an enjoyable, safe and exciting shopping
experience. We design our stores to provide a "theme park" destination in


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<PAGE>   4
the mall and to encourage our customers to touch and sample our products. All of
our stores contain a wide variety of merchandise for a "one-stop shopping"
experience, which has been specifically designed to embody "a store for her"
theme. Our stores feature colorful window displays, photographic sticker booths,
ear piercing stations, gumball machines, and eye-catching photographs.
Additionally, all stores opened or remodeled since mid-1997 are under the "Girl
Power" format which further enhances the shopping experience.

Our merchandise includes:

o    casual clothing, such as jeans and other jeanswear and bottoms, knit tops
     and T-shirts containing our brand name and other graphics, dresses and
     outerwear

o    accessories, such as costume jewelry, hair ornaments, slippers, key chains,
     wallets, backpacks, purses and watches

o    lifestyle products, such as inflatable furniture, lamps, writing
     instruments, folders and posters

o    personal care products under our "Girl Care" line, such as glitter
     cosmetics, toiletries and anti-bacterial gel

o    add-ons, such as underwear, sleepwear and swimwear

We develop substantially all of our merchandise assortment through our own
design group, which allows us to create a vast array of exclusive merchandise
under our proprietary brand while bringing our products to market faster.
Additionally, because our merchandise is sold exclusively in our own stores, we
are able to control the presentation and pricing of our merchandise and provide
a higher level of customer service.

We use a variety of sourcing arrangements. We purchased merchandise from
approximately 220 suppliers during fiscal 1999. Historically, our largest
apparel supplier has been Mast Industries, Inc., a wholly owned subsidiary of
The Limited. Mast Industries supplied approximately 33% of the apparel that we
purchased in 1999. We believe that all transactions that we have entered into
with Mast Industries have been on terms that would have been obtained on an
arm's length basis since we treat them as if they were a third party. We were
not, and will not be, obligated to source products through Mast Industries.

We source a significant amount of our merchandise from foreign factories located
primarily in Southeast Asia. We do not have any long-term merchandise supply
contracts, and many of our imports are subject to existing or potential duties,
tariffs or quotas that may limit the quantity of goods which may be imported
into the United States from countries in that region. Additionally, as we may
enter into manufacturing contracts in advance of the selling season, we may be
subject to shifts in demand for certain or all of our products. The Company's
business is subject to a variety of risks generally associated with doing
business in foreign markets and importing merchandise from abroad, such as
political instability, currency and exchange risks, and local business practice
and political issues.

In connection with the Spin-off, we entered into a services agreement with
Limited Distribution Services, a wholly-owned subsidiary of The Limited, to
provide distribution services to us covering flow of merchandise from factory to
our stores for up to three years after the date of Spin-off. Most of the
merchandise and related materials for the Company's stores are shipped to a
distribution center owned by The Limited in Columbus, Ohio, where the
merchandise is received, inspected, allocated and packed for shipment to stores.
Under the service agreement, The Limited distributes merchandise and related
materials using common and contract


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<PAGE>   5
carriers to the Company's stores. Inbound freight is charged to Too based upon
actual receipts and related charges, while outbound freight is charged based on
a percentage of cartons shipped.

The Company's policy is to maintain sufficient quantities of inventory on hand
in its retail stores and distribution center so that it can offer customers a
full selection of current merchandise. The Company emphasizes rapid turnover and
takes markdowns where required to keep merchandise fresh and current with
fashion trends.

The Company views the retail apparel market as having two principal selling
seasons, Spring and Fall. As is generally the case in the apparel industry, the
Company experiences its peak sales activity during the Fall season. This
seasonal sales pattern results in increased inventory during the back-to-school
and Christmas holiday selling periods. During fiscal year 1999, the highest
inventory level approximated $54 million at the November 1999 month-end and the
lowest inventory level approximated $24 million at the May 1999 month-end.
Merchandise sales are paid for by cash, personal check or credit cards issued by
third parties.

At the end of fiscal 1999, the Company operated 352 stores in 44 states. The
following table shows the number of retail stores operated by the Company over
the past five fiscal years.

<TABLE>
<CAPTION>
                                                                           FISCAL YEARS ENDED
                                         ---------------------------------------------------------------------------------
                                          JANUARY 29,     JANUARY 30,      JANUARY 31,      FEBRUARY 1,      FEBRUARY 3,
                                             2000             1999             1998            1997             1996
                                         --------------  ---------------  ---------------  --------------   --------------
<S>                                      <C>             <C>              <C>              <C>              <C>
Number of stores:
    Beginning of year                              319              312              308             288              212
    Opened                                          42               10                7              27               78
    Closed                                          (9)              (3)              (3)             (7)              (2)
                                         --------------  ---------------  ---------------  --------------   --------------
                                                   352              319              312             308              288
                                         ==============  ===============  ===============  ==============   ==============

Stores remodeled                                    18               15               --              --               --
Store with Girl Power format                        89               29                4              --               --
Total square feet at period end
    (thousands)                                  1,441            1,281            1,244           1,224            1,143
Average store size at period end
    (square feet)                                4,094            4,015            3,987           3,974            3,969
Annual sales per average square
    foot                                        $  330           $  300           $  259          $  214           $  207
</TABLE>

Additional information about the Company's business, including its revenues and
profits for the last three years, plus gross square footage is set forth under
the caption "Management's Discussion and Analysis" in ITEM 7.

TRADEMARKS AND SERVICE MARKS

We are the owner in the United States of trademarks and service marks used to
identify our merchandise and services, other than our brand name. Many of these
merchandise marks are registered in the United States Patent and Trademark
Office. These merchandise marks are important to us, and we intend to, directly
or indirectly, maintain these marks and their registrations. However, we may
choose not to renew a registration of one or more of our merchandise marks if we
determine that the mark is no longer important to our business.


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<PAGE>   6
We also conduct business in foreign countries, principally because a substantial
portion of our merchandise is manufactured outside the United States. We own
registrations of our merchandise marks in foreign countries to the degree
necessary to protect these marks, although there may be restrictions on the use
of our marks in a limited number of foreign jurisdictions.

Limco, Inc., a wholly owned subsidiary of The Limited owns the brand name
"Limited Too", which is registered in the United States and in numerous foreign
countries. Limco, Inc. licenses the brand name to LimToo, Inc., our wholly owned
subsidiary. In connection with the Spin-off, Limco, Inc. and LimToo, Inc.
entered into a trademark and service mark licensing agreement that allows us to
operate under the "Limited Too" brand name in connection with our business. The
agreement is for an initial term of five years after the Spin-off, renewable
annually at our option.


COMPETITION

The sale of apparel and personal care products through retail stores is a highly
competitive business with numerous competitors, including individual and chain
fashion specialty stores and department stores. Depth of selection, colors and
styles of merchandise, merchandise procurement and pricing, ability to
anticipate fashion trends and customer preferences, inventory control,
reputation, quality of merchandise, store design and location, advertising and
customer services are all important factors in competing successfully in the
retail industry. Additionally, factors affecting consumer spending such as
interest rates, employment levels, taxation and overall business conditions
could have a material adverse effect on the Company's results of operations and
financial condition.

The Company is unable to estimate the number of competitors or its relative
competitive position due to the large number of companies selling apparel and
personal care products at retail, through stores, catalogs and electronic
commerce ("e-commerce").

ASSOCIATE RELATIONS

On January 29, 2000, the Company employed approximately 6,500 associates (none
of whom were parties to a collective bargaining agreement), approximately 5,000
of whom were part-time. In addition, temporary associates are hired during peak
periods, such as "back to school" and the Holiday seasons.

SAFE HARBOR STATEMENT AND BUSINESS RISKS

This Form 10-K and the information incorporated herein by reference contain
certain forward-looking statements which reflect the Company's current view with
respect to future events and financial performance. Whenever used, the words
"expect," "plan," "anticipate," "believe" and similar expressions identify
forward-looking statements.

Any such forward-looking statements are subject to risks and uncertainties and
the Company's future results of operations could differ materially from
historical results or current expectations. Some of these risks are discussed in
Item 1 of this report and include, without limitation, ongoing competitive
pressures in the retail industry, changes in the level of consumer spending or
preferences, trade restrictions and political or financial


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<PAGE>   7
instability in countries where the Company's goods are manufactured and/or other
factors that may be described in the Risks Factors section of the Company's Form
10 filed on August 18, 1999 as well as other filings with the Securities and
Exchange Commission. Future economic and industry trends that could potentially
impact revenue and profitability are difficult to predict.

The Company assumes no obligation to publicly update or revise its
forward-looking statements even if experience or future changes make it clear
that any projected results expressed or implied therein will not be realized.


                                       7
<PAGE>   8
ITEM 2.   PROPERTIES

Our main offices are located in Columbus, Ohio. These headquarters are owned by
Distribution Land Corp., a wholly owned subsidiary of The Limited, and leased to
us with the lease term expiring in August 2002 with an option to renew for an
additional year at the expiration of the initial lease term. We believe that our
facilities are well maintained and in good operating condition.

As of January 29, 2000, we operated 352 stores, which are located primarily in
shopping malls throughout the United States. Of these stores, 230 were leased
directly from third parties -- principally shopping mall developers -- and 122
are governed by leases where the primary tenant is The Limited or an affiliate
of The Limited. The leases expire at various dates between 2000 and 2012.

Typically, when space is leased for a retail store in a shopping center, all
improvements, including interior walls, floors, ceilings, fixtures and
decorations, are supplied by the tenant. In certain cases, the landlord of the
property may provide a construction allowance to fund all or a portion of the
cost of improvements. The cost of improvements varies widely, depending on the
size and location of the store. Lease terms are typically between 10 and 15
years and usually include a fixed minimum rent plus a contingent rent based on
the store's annual sales in excess of a specified amount. Certain operating
costs such as common area maintenance, utilities, insurance and taxes are
typically paid by tenants.

Leases with The Limited or an affiliate of The Limited are on terms that
represent the proportionate share of the base rent payable in accordance with
the underlying lease plus the portion of any contingent rent payable in
accordance with the underlying lease attributable to our performance.

ITEM 3.   LEGAL PROCEEDINGS

          Not applicable.


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

          None


                                       8
<PAGE>   9
                                     PART II

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

Too, Inc. shares are traded on the New York Stock Exchange under the trading
symbol "TOO". At March 31, 2000, the Company had approximately 23,338
shareholders of record. The Company has not paid any dividends.

Information concerning the market price of the Company's common stock for fiscal
1999 is set forth in Note 12 to the Consolidated Financial Statements on page 42
of the Annual Report and is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

Selected financial data is set forth under the caption "Financial Summary" on
page 24 of the 1999 Annual Report and is incorporated herein by reference.

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

Management's discussion and analysis of financial condition and results of
operations is set forth under the caption "Management's Discussion and Analysis"
on pages 25 through 31 of the 1999 Annual Report and is incorporated herein by
reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company and Subsidiaries, the Notes
to Consolidated Financial Statements and the Report of Independent Accountants
are set forth on pages 32 through 42 of the 1999 Annual Report and are
incorporated herein by reference.

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

None


                                       9
<PAGE>   10
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding directors and executive officers of the Company is set
forth under the captions "ELECTION OF DIRECTORS - Nominees and directors", "-
Executive Officers", "- Committees of the Board of Directors" and "- Security
ownership of directors and management" on pages 4 through 7 of the Company's
proxy statement for the Annual Meeting of Shareholders to be held May 16, 2000
(the "Proxy Statement") and is incorporated herein by reference. Information
regarding compliance with Section 16(a) of the Securities Exchange Act of 1934,
as amended is set forth under the caption "SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE" on pages 17 and 18 of the Proxy Statement and is
incorporated herein by reference.

ITEM 11.   EXECUTIVE COMPENSATION

Information regarding executive compensation is set forth under the caption
"EXECUTIVE COMPENSATION" on pages 8 through 12 of the Proxy Statement and is
incorporated herein by reference. Such incorporation by reference shall not be
deemed to specifically incorporate by reference the information referred to in
Item 402(a)(8) of Regulation S-K.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information regarding the security ownership of certain beneficial owners and
management is set forth under the captions "ELECTION OF DIRECTORS - Security
ownership of directors and management" on page 7 of the Proxy Statement and
"SHARE OWNERSHIP OF PRINCIPAL STOCKHOLDERS" on page 17 the Proxy Statement and
is incorporated herein by reference.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information regarding certain relationships and related transactions is set
forth under the captions "ELECTION OF DIRECTORS - Nominees and directors" on
pages 4 and 5 of the Proxy Statement and is incorporated herein by reference.


                                       10
<PAGE>   11
                                     PART IV

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

(a)(1) List of Financial Statements.

The following consolidated financial statements of Too, Inc. and Subsidiaries
and the related notes are filed as a part of this report pursuant to ITEM 8:

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

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

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

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

      o     Notes to Consolidated Financial Statements.

      o     Report of Independent Accountants.


(a)(2) List of Financial Statement Schedules.

All schedules required to be filed as part of this report pursuant to ITEM 14(d)
are omitted because the required information is either presented in the
financial statements or notes thereto, or is not applicable, required or
material.

(a)(3) List of Exhibits.

      2.1   Distribution Agreement dated as of August 23, 1999 between The
            Limited, Inc. and Too, Inc. (incorporated by reference to Exhibit
            2.1 to the Current Report on Form 8-K filed October 1, 1999).

      3.1   Amended and Restated Certificate of Incorporation of Too, Inc.
            (incorporated by reference to Exhibit 3.1 to the Current Report on
            Form 8-K filed October 1, 1999).

      3.2   Amended and Restated Bylaws of Too, Inc. (incorporated by reference
            to Exhibit 3.2 to the Current Report on Form 8-K filed October 1,
            1999).

      4.1   Specimen Certificate of Common Stock of Too, Inc. (incorporated by
            reference to Exhibit 4.1 to the Current Report on Form 8-K filed
            October 1, 1999)


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<PAGE>   12
      10.1  Credit Agreement among Too, Inc., various lending institutions,
            Citicorp USA, Inc., as Syndication Agent and Morgan Guaranty Trust
            Company of New York, as Administrative Agent (incorporated by
            reference to Exhibit 10.1 to the Amended Registration Statement on
            Form 10 filed August 18, 1999)

      10.2  Store Leases Agreement dated as of August 23, 1999 by and among The
            Limited Stores, Inc., Victoria's Secret Stores, Inc., Lerner New
            York, Inc., Express, LLC, Structure, Inc., The Limited, Inc. and
            Too, Inc. (incorporated by reference to Exhibit 10.2 to the Current
            Report on Form 8-K filed October 1, 1999)


      10.3  Trademark and Service Mark Licensing Agreement dated as of August
            23, 1999 between Limco, Inc. and LimToo, Inc. (incorporated by
            reference to Exhibit 10.3 to the Current Report on Form 8-K filed
            October 1, 1999)

      10.4  Services Agreement dated as of August 23, 1999 by and between The
            Limited, Inc. and Too, Inc. (incorporated by reference to Exhibit
            10.4 to the Current Report on Form 8-K filed October 1, 1999)

      10.5  Tax Separation Agreement dated August 23, 1999 between The Limited,
            Inc., on behalf of itself and the members of The Limited Group, and
            Too, Inc., on behalf of itself and the members of the Too Group.
            (incorporated by reference to Exhibit 10.5 to the Current Report on
            Form 8-K filed October 1, 1999)

      10.6  Building Lease Agreement dated July 1, 1995 by and between
            Distribution Land Corp. and Limited Too, Inc., the predecessor
            company of Too, Inc. (incorporated by reference to Exhibit 10.6 to
            the Amended Registration Statement on Form 10 filed August 18, 1999)

      10.7  Amendment to Building Lease Agreement between Distribution Land
            Corp. and Too, Inc. (incorporated by reference to Exhibit 10.7 to
            the Current Report on Form 8-K filed October 1, 1999)

      10.8  Too, Inc. 1999 Incentive Compensation and Performance Plan.
            (incorporated by reference to Exhibit 10.8 to the Current Report on
            Form 8-K/A filed March 20, 2000)

      10.9  Too, Inc. 1999 Stock Option and Performance Incentive Plan.
            (incorporated by reference to Exhibit 10.9 to the Current Report on
            Form 8-K filed October 1, 1999)

      10.10 Too, Inc. 1999 Stock Plan for Non-Associate Directors (incorporated
            by reference to Exhibit 10.10 to the Current Report on Form 8-K
            filed October 1, 1999)

      10.11 Employment Agreement with Michael W. Rayden dated August 23, 1999
            (incorporated by reference to Exhibit 10.11 to the Current Report on
            Form 8-K filed October 1, 1999)

      10.12 Confidentiality and Non-Competition Agreement with Sally A. Boyer


                                       12
<PAGE>   13
      10.13 Confidentiality and Non-Competition Agreement with Kent A.
            Kleeberger

      10.14 Confidentiality and Non-Competition Agreement with Kathleen C.
            Maurer

      10.15 Confidentiality and Non-Competition Agreement with James C. Petty

      13    Excerpts from the 1999 Annual Report to Shareholders including
            "Financial Summary", "Management's Discussion and Analysis",
            "Consolidated Financial Statements and Notes to Consolidated
            Financial Statements" and "Report of Independent Accountants" on
            pages 24 through 42.

      21    Subsidiaries of the Registrant

      23    Consent of Independent Accountants

      24    Powers of Attorney

      27    Financial Data Schedule

(b)   Reports on Form 8-K.

      An 8-K was filed on April 7, 2000 which noted under Item 5 that the
      Company had changed it accounting for gift certificates. The Company has
      given retroactive effect to this change in accounting by restating its
      previously issued financial statements as of January 30, 1999 and January
      31, 1998 and for each of the three years in the period ended January 30,
      1999 as filed on August 18, 1999 on Form 10. This 8-K included the
      restated financial statements for the periods as referred to above.

      An 8-K/A was filed on March 20, 2000 for the Too, Inc. 1999 Incentive
      Compensation and Performance Plan.

(c)   Exhibits.

      The exhibits to this report are listed in section (a)(3) of Item 14
      above.

(d)   Financial Statement Schedule

      None


                                       13
<PAGE>   14
                                   SIGNATURES

Pursuant to the requirements of Section 13 or l5(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 27, 2000                   TOO, INC.
                                       (registrant)

                                       By /s/ Kent A. Kleeberger
                                       -------------------------------
                                       Kent A. Kleeberger
                                       Vice President - Chief Financial Officer,
                                       Secretary and Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 27, 2000:

     Signature                        Title
     ---------                        -----

/s/ MICHAEL W. RAYDEN*                Chairman of the Board of Directors,
-----------------------------------   President and Chief Executive Officer
Michael W. Rayden

/s/ KENT A. KLEEBERGER*               Director, Vice President - Chief Financial
------------------------------------  Chief Financial Officer, Secretary and
Kent A. Kleeberger                    Treasurer


/s/ NANCY J. KRAMER*                  Director
-----------------------------------
Nancy J. Kramer

/s/ DAVID A. KRINSKY*                 Director
-----------------------------------
David A. Krinsky

/s/ PHILIP E. MALLOTT*                Director
-----------------------------------
Philip E. Mallott


                                       14
<PAGE>   15
/s/ JAMES U. MCNEAL*                  Director
------------------------------------
James U. McNeal, Ph.D.

/s/ KENNETH JAMES STROTTMAN*          Director
------------------------------------
Kenneth James Strottman

*     The undersigned, by signing his name hereto, does hereby sign this report
      on behalf of each of the above-indicated directors of the registrant
      pursuant to powers of attorney executed by such directors.

                                       By /s/ Kent A. Kleeberger
                                       --------------------------------
                                       Kent A. Kleeberger
                                       Attorney-in-fact


                                       15
<PAGE>   16
                                  EXHIBIT INDEX

EXHIBIT NO.       DOCUMENT
-----------       --------------------------------------------------------------

      2.1         Distribution Agreement dated as of August 23, 1999 between The
                  Limited, Inc. and Too, Inc. (incorporated by reference to
                  Exhibit 2.1 to the Current Report on Form 8-K filed October 1,
                  1999).

      3.1         Amended and Restated Certificate of Incorporation of Too, Inc.
                  (incorporated by reference to Exhibit 3.1 to the Current
                  Report on Form 8-K filed October 1, 1999).

      3.2         Amended and Restated Bylaws of Too, Inc. (incorporated by
                  reference to Exhibit 3.2 to the Current Report on Form 8-K
                  filed October 1, 1999).

      4.1         Specimen Certificate of Common Stock of Too, Inc.
                  (incorporated by reference to Exhibit 4.1 to the Current
                  Report on Form 8-K filed October 1, 1999)

      10.1        Credit Agreement among Too, Inc., various lending
                  institutions, Citicorp USA, Inc., as Syndication Agent and
                  Morgan Guaranty Trust Company of New York, as Administrative
                  Agent (incorporated by reference to Exhibit 10.1 to the
                  Amended Registration Statement on Form 10 filed August 18,
                  1999)

      10.3        Store Leases Agreement dated as of August 23, 1999 by and
                  among The Limited Stores, Inc., Victoria's Secret Stores,
                  Inc., Lerner New York, Inc., Express, LLC, Structure, Inc.,
                  The Limited, Inc. and Too, Inc. (incorporated by reference to
                  Exhibit 10.2 to the Current Report on Form 8-K filed October
                  1, 1999)

      10.3        Trademark and Service Mark Licensing Agreement dated as of
                  August 23, 1999 between Limco, Inc. and LimToo, Inc.
                  (incorporated by reference to Exhibit 10.3 to the Current
                  Report on Form 8-K filed October 1, 1999)

      10.4        Services Agreement dated as of August 23, 1999 by and between
                  The Limited, Inc. and Too, Inc. (incorporated by reference to
                  Exhibit 10.4 to the Current Report on Form 8-K filed October
                  1, 1999)

      10.5        Tax Separation Agreement dated August 23, 1999 between The
                  Limited, Inc., on behalf of itself and the members of The
                  Limited Group, and Too, Inc., on behalf of itself and the
                  members of the Too Group. (incorporated by reference to
                  Exhibit 10.5 to the Current Report on Form 8-K filed October
                  1, 1999)

      10.6        Building Lease Agreement dated July 1, 1995 by and between
                  Distribution Land Corp. and Limited Too, Inc., the predecessor
                  company of Too, Inc. (incorporated by reference to Exhibit
                  10.6 to the Amended Registration Statement on Form 10 filed
                  August 18, 1999)

<PAGE>   17
      10.7        Amendment to Building Lease Agreement between Distribution
                  Land Corp. and Too, Inc. (incorporated by reference to Exhibit
                  10.7 to the Current Report on Form 8-K filed October 1, 1999)

      10.8        Too, Inc. 1999 Incentive Compensation and Performance Plan.
                  (incorporated by reference to Exhibit 10.8 to the Current
                  Report on Form 8-K/A filed March 20, 2000)

      10.9        Too, Inc. 1999 Stock Option and Performance Incentive Plan.
                  (incorporated by reference to Exhibit 10.9 to the Current
                  Report on Form 8-K filed October 1, 1999)

      10.10       Too, Inc. 1999 Stock Plan for Non-Associate Directors
                  (incorporated by reference to Exhibit 10.10 to the Current
                  Report on Form 8-K filed October 1, 1999)

      10.11       Employment Agreement with Michael W. Rayden dated August 23,
                  1999 (incorporated by reference to Exhibit 10.11 to the
                  Current Report on Form 8-K filed October 1, 1999)

      10.12       Confidentiality and Non-Competition Agreement with Sally A.
                  Boyer

      10.13       Confidentiality and Non-Competition Agreement with Kent A.
                  Kleeberger

      10.14       Confidentiality and Non-Competition Agreement with Kathleen C.
                  Maurer

      10.15       Confidentiality and Non-Competition Agreement with James C.
                  Petty

      13          Excerpts from the 1999 Annual Report to Shareholders including
                  "Financial Summary", "Management's Discussion and Analysis",
                  "Consolidated Financial Statements and Notes to Consolidated
                  Financial Statements" and "Report of Independent Accountants"
                  on pages 24 through 42.

      21          Subsidiaries of the Registrant

      23          Consent of Independent Accountants

      24          Powers of Attorney

      27          Financial Data Schedule