**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C.  20549       **FORM 10-Q    **[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934  **For the quarterly period ended May 5, 2001**Commission File No.  1-10892   **OR   **[    ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934         **HAROLD'S STORES, INC.

(Exact name of registrant as specified in its charter)       **Oklahoma

(State or other jurisdiction of

incorporation or organization) **73-1308796

(IRS Employer Identification No.)   **5919 Maple Avenue

Dallas, Texas  75235

(Address of  principal executive offices)

(Zip Code) **(214) 366-0600

(Registrant's telephone number,

including area code)

   
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 theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   
Yes   [X] 
No   [   ]   
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.   
As of May 31, 2001, the registrant had 6,084,097 shares of Common Stock outstanding.
** 

 

**Harold's Stores, Inc. & Subsidiaries

Index to

Quarterly Report on Form 10-Q

For the Period Ended May 5, 2001      
Part I - FINANCIAL INFORMATION
Page   
Item 1.
Financial Statements     
Consolidated Balance Sheets - May 5, 2001 (unaudited) and February 3, 2001	
3    
Consolidated Statements of Operations -  
Thirteen Weeks ended May 5, 2001 (unaudited) and April 29, 2000 (unaudited) 	
5    
Consolidated Statements of Cash Flows -  
Thirteen Weeks ended May 5, 2001 (unaudited) and April 29, 2000 (unaudited) 	
6    
Notes to Interim Consolidated Financial Statements	
7    
Report of Independent Public Accountants	
9   
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations	
10   
Part II - OTHER INFORMATION    
Item 1.
Legal Proceedings	
12   
Item 2.
Changes in Securities and Use of Proceeds	
12   
Item 6.
Exhibits and Reports on Form 8-K	
12    
Signatures	7
13

ITEM 2.		CHANGES IN SECURITIES AND USE OF PROCEEDS
****
**HAROLD'S STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

(In Thousands)       
May 5,

2001 
February 3,

2001  
(Unaudited)       
Current assets:         
Cash and cash equivalents 
$  1,596 
$     608
Trade accounts receivable, less allowance for doubtful accounts of $200 in May and February 
5,847 
5,679
Note and other receivables 
183 
169
Merchandise inventories 
29,616 
30,692
Prepaid expenses 
2,706 
2,805
Prepaid income tax 
2,227 
980
Deferred income taxes 
1,873 
1,873     
Total current assets 
44,048 
42,806     
Property and equipment, at cost 
34,343 
34,115
Less accumulated depreciation and amortization 
(16,199) 
(15,111)     
Net property and equipment 
18,144 
19,004     
Deferred income taxes, non-current 
2,330 
2,330
Goodwill (net) 
3,298 
3,358     
Total assets 
$67,820 
$67,498     
** 

 

 

**HAROLD'S STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY

(In Thousands Except Share Data)       
May 5,

2001 
February 3,

2001  
(Unaudited)       
Current liabilities:         
Accounts payable 
$  4,434 
$  5,360
Redeemable gift certificates 
794 
1,128
Accrued payroll expenses and bonuses 
1,381 
1,011
Accrued rent expense 
996 
901
Current maturities of long-term debt 
2,428 
2,397     
Total current liabilities 
10,033 
10,797     
Long-term debt, net of current maturities 
21,922 
24,533          
Stockholders' equity:         
Preferred stock of $.01 par value

Authorized 1,000,000 shares; issued and outstanding 305,094 in May and none in February; entitled to $20.00 per share plus accrued but unpaid dividends in liquidation 
 

 

 

3 
 

 

 

-
Common stock of $.01 par value

Authorized 25,000,000 shares; issued and outstanding 6,084,097 in May and 6,084,097 in February 
 

61 
 

61
Additional paid-in capital 
40,096 
34,187
Retained deficit 
(4,293) 
(2,078)  
35,867 
32,170
Less:  Treasury stock of 205 shares in May and February recorded at cost 
2 
2
Total stockholders' equity 
35,865 
32,168     
Total liabilities and stockholders' equity 
$67,820 
$67,498     

 

 

**HAROLD'S STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Data)   
13 Weeks Ended 
May 5,

2001 
April 29,

2000 
(Unaudited)    
Sales
$26,667 
$34,323    
Costs and expenses:   
Costs of goods sold (including occupancy and central buying expenses, exclusive of items shown separately below)
 

20,622 
 

23,343    
Selling, general and administrative expenses
8,069 
9,365    
Depreciation and amortization
1,100 
1,109    
Interest expense
340 
432     
30,131 
34,249    
(Loss) earnings before income taxes
(3,464) 
74    
(Benefit) provision for income taxes
(1,351) 
30    
Net (loss) earnings
$ (2,113) 
$       44    
Net (loss) earnings applicable to common stock:       
Net (loss) earnings
(2,113) 
44    
Less:  Preferred stock dividends (non-cash)
102 
-    
Net (loss) earnings applicable to common stock
(2,215) 
44    
Net (loss) earnings per common share:   
Basic and diluted
$  (0.36) 
$    0.01    
Weighted average number of common shares - basic
6,084 
6,075    
** **
**HAROLD-S STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)     
13 Weeks Ended  
May 5,

2001 
April 29,

2000  
(Unaudited)     
Cash flows from operating activities:    
Net (loss) earnings 
$(2,113) 
$       44
Adjustments to reconcile net (loss) earnings to net cash provided by (used in) operating activities:    
Depreciation and amortization 
1,100 
1,109
Loss on sale of assets 
1 
26
Changes in assets and liabilities:    
Increase in trade and other accounts receivable
(182) 
(651)
Decrease in merchandise inventories 
1,076 
3,322
Decrease (increase) in prepaid expenses 
99 
(141)
Decrease (increase) in prepaid income tax 
(1,247) 
798
Decrease in accounts payable 
(925) 
(1,475)
Increase in accrued expenses 
131 
12     
Net cash provided by (used in) operating activities 
(2,060) 
3,044     
Cash flows from investing activities:    
Acquisition of property and equipment 
(197) 
(932)
Proceeds from disposal of property and equipment 
16 
66
Payments received for notes receivable 
- 
35     
Net cash used in investing activities 
(181) 
(831)     
Cash flows from financing activities:    
Payments on long-term debt 
(591) 
(412)
Advances on revolving line of credit 
43,959 
10,758
Payments on revolving line of credit 
(45,949) 
(12,534)
Proceeds from sale of preferred stock 
5,810 
-     
Net cash provided by (used in) financing activities 
3,229 
(2,188)     
Increase in cash 
988 
25
Cash and cash equivalents at beginning of period 
608 
721
Cash and cash equivalents at end of period 
$   1,596 
$     746     
**HAROLD'S STORES, INC. AND SUBSIDIARIES

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

May 5, 2001 and April 29, 2000**
(Unaudited)
****
1.	Unaudited Interim Periods
	In the opinion of the Company's management, all adjustments (all of which are normal and recurring) have been made which are necessary to fairly state the financial position of the Company as of May 5, 2001 and the results ofits operations and cash flows for the thirteen-week periods ended May 5, 2001 and April 29, 2000.  The results of operations for the thirteen-week periods ended May 5, 2001 and April 29, 2000 are not necessarily indicative of the results of operationsthat may be achieved for the entire fiscal year.  

2.	Definition of Fiscal Year
	The Company has a 52-53 week fiscal year which ends on the Saturday closest to January 31.  The period from February 4, 2001 through February 2, 2002, has been designated as fiscal 2002.

3.	Derivatives
In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities", with aneffective date for periods beginning after June 15, 2000, as amended by SFAS No. 137.  In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities", which amends the accounting andreporting standards of SFAS No. 133 for certain derivative instruments and hedging activities.  SFAS No. 133 sweeps in a broad population of transactions and changes the previous accounting definition of a derivative instrument.  Under SFAS No. 133, everyderivative instrument is recorded in the balance sheet as either an asset or liability measured at its fair value.  SFAS No. 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accountingcriteria are met.  The Company has reviewed its various contracts to identify those which may meet the criteria as set forth in SFAS No. 133 and SFAS No. 138.  The Company adopted these new standards effective February 4, 2001, and the adoption of thesenew standards did not have a material impact on the Company's consolidated financial position or results of operation.

From time to time the Company utilizes forward exchange contracts to secure firm pricing related to purchase commitments to be denominated in foreign currencies.  The Company's objective in managing its exposure to foreign currencyexchange rate fluctuations is to reduce the impact of adverse fluctuations in earnings and cash flows associated with foreign currency exchange rate changes.  The Company regularly monitors its foreign exchange exposures to ensure the overalleffectiveness of its foreign currency hedge positions.  The Company does not utilize derivative financial instruments for trading or speculative purposes.

Long-term Debt

On November 20, 2000, the Company entered into a new three-year credit agreement with Bank of America, N.A.  The agreement provides for a $30 million revolver (with a $5 million letter of credit sub-facility), subject to a borrowingbase calculation, as well as a $3 million term note.  The term note has principal payments of $250,000 which began on April 30, 2001 and will continue quarterly thereafter.  The principal amounts are secured by the Company's unsecured assets which consistprimarily of inventory and accounts receivable.  The line of credit agreement contains various financial and nonfinancial covenants which limit the Company's ability to incur indebtedness, merge, consolidate, acquire or sell assets; requires the Companyto maintain a minimum tangible net worth of $26 million; restricts capital expenditures to $2.5 million annually; and requires the Company to satisfy a fixed charge coverage ratio.  The Company was in compliance at May 5, 2001 with the covenants set forthin the agreement.

Preferred Stock Transaction

	On February 28, 2001, the Company closed a definitive agreement for the purchase by Inter-Him N.V. from the Company of 300,000 shares of a new Series 2001-A Preferred Stock for a total purchase price of $6 million.  The purchaseprovides Inter-Him with special voting rights that empower it to elect a majority of the board of directors and maintain effective control over the Company.  Proceeds from the sale of the preferred stock were used to repay debt under the Company'srevolving credit facility, which may be re-borrowed by the Company in accordance with the terms of that facility.  Excluding the preferred stock purchased in this transaction, Inter-Him owns 11.3% of the Company's outstanding shares and has been a morethan 5% shareholder of the Company since 1994.  In conjunction with this transaction, the credit agreement with the Company's lender was amended to change its minimum tangible net worth covenant to $26 million.
	Each of the initially issued shares of Preferred Stock will be convertible into 15.6863 shares of Common Stock of the Company (which rate is based on the 20-day trailing market average price of the Common Stock immediately prior tothe public announcement of Inter-Him's initial proposal relating to the transaction and is subject to certain antidilution adjustments); provided, however, that the conversion feature of the Preferred Stock will become effective only if approved byshareholders of the Company at its 2001 annual meeting of shareholders. Until converted, the Preferred Stock will be entitled to receive quarterly dividends that cumulate annually at a rate of 10% per annum, which would be reduced to 8% per annum if theCompany's operating income for any fiscal year ending after February 28, 2001 exceeds $4,735,000.  Dividends will be payable 50% in cash and 50% in additional shares of Preferred Stock until February 28, 2003 and thereafter in additional shares ofPreferred Stock or cash as the holders of the Preferred Stock may elect.  Shares of Preferred Stock issued in respect of dividends will be convertible into Common Stock based upon an average market price of the Common Stock as of the respective dividenddates.  An in-kind dividend in the approximate amount of $102,000 was declared and paid effective as of May 1, 2001.  There were no dividends in arrears as of May 5, 2001.
	The Preferred Stock is redeemable at the Company's option beginning on February 28, 2004 at a price equal to the initial purchase price of the Preferred Stock plus all accrued but unpaid cumulated dividends on the Preferred Stock.The holders of the Preferred Stock also have preemptive rights with respect to certain future issuances of Company securities and certain demand and piggyback registration rights with respect to the shares of Common Stock underlying the Preferred Stock.
	On May 1, 2001, Inter-Him sold to W. Howard Lester 37,500 shares of the 300,000 shares of Series 2001-A Preferred Stock initially purchased by Inter-Him.  Mr. Lester is the chairman of Williams-Sonoma, Inc. and a member of theCompany's board of directors.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

 

 

To the Board of Directors and Stockholders of

Harold's Stores, Inc.:

We have reviewed the accompanying consolidated balance sheet of Harold's Stores, Inc. (an Oklahoma corporation) and its subsidiaries as of May 5, 2001, and the related consolidated statements of operations and cash flows for thethirteen-week period then ended.  These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures to financialdata and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, the objective of which is theexpression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States.

 

 

							ARTHUR ANDERSEN LLP

 

 

Oklahoma City, Oklahoma

    June 4, 2001
**ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF

		FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
	

From time to time, the Company may publish forward-looking statements relating to certain matters including anticipated financial performance, business prospects, the future opening of stores, inventory levels, anticipated capitalexpenditures, and other matters.  All statements other than statements of historical fact contained in this Form 10-Q or in any other report of the Company are forward-looking statements.  The Private Securities Litigation Reform Act of 1995 provides asafe harbor for forward-looking statements.  In order to comply with the terms of that safe harbor, the Company notes that a variety of factors, individually or in the aggregate, could cause the Company's actual results and experience to differ materiallyfrom the anticipated results or other expectations expressed in the Company's forward-looking statements including, without limitation, the following:  consumer spending trends and habits; competition in the retail clothing segment; weather conditions inthe Company's operating regions; laws and government regulations; general business and economic conditions; availability of capital; success of operating initiatives and marketing and promotional efforts; and changes in accounting policies.  In addition,the Company disclaims any intent or obligation to update those forward-looking statements.
**Results of Operations

	The following table sets forth for the periods indicated, the percentage of net sales represented by items in the Company's statement of earnings.

 
**  
53 Weeks Ended 
13 Weeks Ended 
13 Weeks Ended  
February 3,

2001 
May 5,

2001 
April 29,

2000       
Sales 
100.0% 
100.0% 
100.0%       
Costs of goods sold  
(73.6) 
(77.3) 
(68.0)       
Selling, general and administrative expenses 
(27.9) 
(30.3) 
(27.3)       
Depreciation and amortization 
(3.5) 
(4.1) 
(3.2)       
Interest expense 
(1.4) 
(1.3) 
(1.3)       
Earnings (loss) before income taxes 
(6.4) 
(13.0) 
0.2       
Provision (benefit) for income taxes 
(2.6) 
(5.1) 
0.1       
Net earnings (loss) 
(3.8)% 
(7.9)% 
0.1%       

	The following table reflects the sources of the changes in Company sales for the periods indicated.

 
13 Weeks Ended 
May 5,

2001 
April 29,

2000    
Sales (000's)
26,667 
34,323    
Total sales growth
(22.3)% 
(2.8)%
Change in comparable store sales

(52 week basis)
(24.2)% 
(9.8)%    
Store locations:   
Existing stores
52 
51
Stores closed
- 
-
New stores opened
- 
1
Total stores at end of period
52 
52

	The Company opened no new locations during the thirteen weeks ended May 5, 2001 compared to the opening of one new location in the comparable period of the prior year.  The decline in total sales growth and comparable store salesgrowth is primarily attributable to disappointing ladies' merchandise sales.  The Company continues to experience sales declines which it believes are primarily attributable to the ladies' merchandise assortment targeting too young of a customer.  A newchief executive officer joined the Company during the quarter and management is focused on addressing merchandise issues.  The decision to eliminate catalog and internet sales accounted for $1.2 million of the sales decline from prior year.

	The Company's gross margin decreased to 22.7% for the first quarter of fiscal 2002, as compared to 32.0% in the same period of last year, a decline of 9.3% of sales.  Higher occupancy costs that did not leverage due to lower salesrepresented 4.4% of the total 9.3% decrease.  In addition, increased markdowns were taken during the period as a result of the sales declines experienced.

	Selling, general and administrative expenses (including advertising and catalog production costs) as a percent of sales increased 3.0 percentage points from the first quarter of fiscal 2001 to the first quarter of fiscal 2002.  Theincrease can generally be attributed to the significant sales declines experienced.  Additionally, the Company incurred one-time costs during the quarter ended May 5, 2001, associated with severance to the former president.

	The average balance of total outstanding debt was $23,799,000 for the quarter ended May 5, 2001 compared to $30,418,000 for the first quarter of fiscal 2001. This decrease in average balances resulted principally from the sale ofpreferred stock in the amount of $6,000,000 and the application of the proceeds of such sale to reduce debt.
**Liquidity and Capital Resources**
	The Company has available a long-term line of credit with its bank.  This line had an average balance of $16,858,000 and $24,249,000 for the thirteen weeks ended May 5, 2001 and April 29, 2000, respectively.  During the thirteenweeks ended May 5, 2001, and April 29, 2000, this line of credit had a high balance of $20,455,000 and $25,763,000, respectively.  The balance outstanding on May 5, 2001 was $17,786,000 compared to $21,619,000 on April 29, 2000.

The Company considers the following as measures of liquidity and capital resources as of the dates indicated: 

  
February 3,

2001 
May 5,

2001 
April 29,

2000       
Working capital (000's) 
$32,009 
$34,015 
$38,307
Current ratio 
3.96:1 
4.39:1 
5.13:1
Ratio of working capital to total assets 
.47:1 
.50:1 
.53:1
Ratio of total debt to stockholders' equity 
.84:1 
.68:1 
.76:1       

	The Company's primary needs for liquidity are to finance its inventories and revolving charge accounts and to invest in new stores, remodeling, fixtures and equipment.  Cash flow from operations and proceeds from credit facilitiesrepresent the Company's principal sources of liquidity.  Management anticipates these sources of liquidity to be sufficient in the foreseeable future. 

As the Company's growth continues, cash flow may require additional borrowed funds that may cause an increase in interest expense.  In addition, rising interest rates could have a similar impact on interest expense.  However, theCompany is committed to reducing its average debt levels in the coming fiscal year through a number of initiatives including the reduction of inventory levels through improved editing of assortments and better flow of goods; lowering of capitalexpenditures due to slower expansion; and improving the Company's profitability.
**Seasonality**
	The Company's business is subject to seasonal influences, with the major portion of sales realized during the fall season (third and fourth quarters) of each fiscal year, which includes the back-to-school and Holiday sellingseasons.  In light of this pattern, selling, general and administrative expenses are typically higher as a percentage of sales during the spring season (first and second quarters) of each fiscal year.
** 

Inflation**
	Inflation affects the costs incurred by the Company in its purchase of merchandise and in certain components of its selling, general and administrative expenses.  The Company attempts to offset the effects of inflation throughprice increases and control of expenses, although the Company's ability to increase prices is limited by competitive factors in its markets.  Inflation has had no meaningful effect on the Company's operations.

PART II

ITEM 1.		LEGAL PROCEEDINGS

	The Company is from time to time involved in routine litigation incidental to the conduct of its business.  As of this date, the Company is not a party to, nor is any of its property subject to, any material pending legal proceedings .

ITEM 2.		CHANGES IN SECURITIES AND USE OF PROCEEDS
**Recent Sales of Unregistered Securities	

On February 28, 2001, the Company sold 300,000 shares of a new Series 2001-A Preferred Stock to Inter-Him N.V. for a total purchase price of $6 million.  For more information concerning the terms of the Series 2001-A Preferred Stockand the rights of the holders thereof, see Note 5 of the Notes to Intyerim Consolidated Financial Statements herin and the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on March 15, 2001.  The shares ofSeries 2001-A Preferred Stock were sold in rliance on the exemption from registration under Rule 506 of Regulation D under the Securities Act of 1933, as amended.

ITEM 6.		EXHIBITS AND REPORTS ON FORM 8-K	

Exhibits:  The following exhibits are filed as part of this Form 10-Q:

**No.**Description  
4.1
Certificate of Designations of the Series 2001-A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K dated February 28, 2001).  
10.1
Employment Agreement dated February 23, 2001 between Company and Clark Hinkley (Incorporated by reference to Exhibit 10.11 to Form 10-K dated February 3, 2001).  
10.2
Stock Option Agreement dated February 23, 2001 between Company and Clark Hinkley (Incorporated by reference to Exhibit 10.12 to Form 10-K dated February 3, 2001).  
10.3
Second Amendment dated February 28, 2001 to Employment and Deferred Compensation Agreement between Company and Rebecca Powell Casey (Incorporated by reference to Exhibit 10.15 to Form 10-K dated February 3, 2001).  
10.4
First Amendment dated February 28, 2001 to Employment and Deferred Compensation Agreement between Company and Harold G. Powell (Incorporated by reference to Exhibit 10.17 to Form 10-K dated February 3, 2001).  
10.5
First Amendment dated February 23, 2001 to Loan and Security Agreement between Company and Bank of America, N.A. (Incorporated by reference to Exhibit 10.20 to Form 10-K dated February 3, 2001).  
10.6
Series 2001-A Preferred Stock Purchase Agreement dated February 23, 2001 between Company and Inter-Him N.V. (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 28, 2001).  
10.7
Investor Rights Agreement dated February 28, 2001 between Company and Inter-Him N.V. (Incorporated by reference to Exhibit 10.2 to Form 8-K dated February 28, 2001).  
10.8
Voting Agreement dated February 28, 2001 among Company, Inter-Him N.V. and the other stockholders named therein (Incorporated by reference to Exhibit 10.3 to Form 8-K dated February 28, 2001).  
10.9
Right of First Refusal Agreement dated February 28, 2001 among Company, Inter-Him N.V. and the other stockholders named therein (Incorporated by reference to Exhibit 10.4 to Form 8-K dated February 28, 2001).  
10.10
First Amendment dated February 28, 2001 to First Amended and Restated Stockholders Agreement among certain stockholders of Company (Incorporated by reference to Exhibit 10.6 to Form 8-K dated February 28, 2001).  

	(b)	Reports on Form 8-K:  There were two reports on Form 8-K filed by the Company during the fiscal quarter ended May 5, 2001.  The first Form 8-K was filed with the SEC on February 13, 2001 regarding the Registrant's executionof a non-binding term sheet with an outside investor for a $6 million private equity investment in the Company.  The second Form 8-K was filed with the SEC on March 15, 2001.  This filing relates to the Registrant's sale on February 28, 2001, of 300,000shares of preferred stock to such outside investor pursuant to the terms of a Series 2001-A Preferred Stock Purchase Agreement dated February 23, 2001.

 
**INDEX TO EXHIBITS**
**No.**Description  
4.1
Certificate of Designations of the Series 2001-A Preferred Stock (Incorporated by reference to Exhibit 4.1 to Form 8-K dated February 28, 2001).  
10.1
Employment Agreement dated February 23, 2001 between Company and Clark Hinkley (Incorporated by reference to Exhibit 10.11 to Form 10-K dated February 3, 2001).  
10.2
Stock Option Agreement dated February 23, 2001 between Company and Clark Hinkley (Incorporated by reference to Exhibit 10.12 to Form 10-K dated February 3, 2001).  
10.3
Second Amendment dated February 28, 2001 to Employment and Deferred Compensation Agreement between Company and Rebecca Powell Casey (Incorporated by reference to Exhibit 10.15 to Form 10-K dated February 3, 2001).  
10.4
First Amendment dated February 28, 2001 to Employment and Deferred Compensation Agreement between Company and Harold G. Powell (Incorporated by reference to Exhibit 10.17 to Form 10-K dated February 3, 2001).  
10.5
First Amendment dated February 23, 2001 to Loan and Security Agreement between Company and Bank of America, N.A. (Incorporated by reference to Exhibit 10.20 to Form 10-K dated February 3, 2001).  
10.6
Series 2001-A Preferred Stock Purchase Agreement dated February 23, 2001 between Company and Inter-Him N.V. (Incorporated by reference to Exhibit 10.1 to Form 8-K dated February 28, 2001).  
10.7
Investor Rights Agreement dated February 28, 2001 between Company and Inter-Him N.V. (Incorporated by reference to Exhibit 10.2 to Form 8-K dated February 28, 2001).  
10.8
Voting Agreement dated February 28, 2001 among Company, Inter-Him N.V. and the other stockholders named therein (Incorporated by reference to Exhibit 10.3 to Form 8-K dated February 28, 2001).  
10.9
Right of First Refusal Agreement dated February 28, 2001 among Company, Inter-Him N.V. and the other stockholders named therein (Incorporated by reference to Exhibit 10.4 to Form 8-K dated February 28, 2001).  
10.10
First Amendment dated February 28, 2001 to First Amended and Restated Stockholders Agreement among certain stockholders of Company (Incorporated by reference to Exhibit 10.6 to Form 8-K dated February 28, 2001).  

 

 
**SIGNATURES

	Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

HAROLD'S STORES, INC.

By:  /s/ Clark J. Hinkley
Clark J. Hinkley

Chief Executive Officer

By: /s/ Jodi L. Taylor
Jodi L. Taylor

Chief Financial Officer

 

Date: June 19 2001******************************************************