UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the year ended December 31, 2001
OR
TRANSITION REPORT PURSUANT TO SECTION 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For transition period from .... to ....
Commission file number 1-9769
A. Full title of the Plan and the address of the Plan, if
different from that of the issuer named below:
LANDS' END, INC. RETIREMENT PLAN
B. Name of issuer of the securities held pursuant to the Plan
and the address of its principal executive office:
LANDS' END, INC.
LANDS END LANE
DODGEVILLE, WI 53595
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Plan) have duly caused this
annual report to be signed by the undersigned thereunto duly authorized.
LANDS' END, INC. RETIREMENT PLAN
By /s/ DONALD R. HUGHES
---------------------------------
Donald R. Hughes
Senior Vice President and
Chief Financial Officer
Date: July 1, 2002
Consent of Independent Public Accountants
We consent to the incorporation by reference in Registration Statement No.
33-63461 of Lands' End, Inc. on Form S-8 of our report dated June 3, 2002 on
the financial statements of Lands' End, Inc. Retirement Plan as of and for
the year ended December 31, 2001, appearing in this Annual Report on Form
11-K.
MCGLADREY & PULLEN, LLP
Madison, Wisconsin,
June 27, 2002
CONSENT OF PREDECESSOR AUDITOR
Note: This Report of Independent Public Accountants is a copy of a
previously issued Report of Arthur Andersen LLP, Independent Public
Accountants, and it has not been reissued by Arthur Andersen LLP. The
registrant has been unable to obtain a reissued Report of Arthur
Andersen LLP or a currently dated written consent regarding the
incorporation of their report on the financial statements of Lands'
End, Inc. Retirement Plan as of and for the year ending December 31,
2000 appearing in this Annual Report on Form 11-K.
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into the previously filed Lands' End,
Inc. Form S-8 Registration Statement (No. 33-63461) for the Lands' End, Inc.
Retirement Plan.
ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Milwaukee, Wisconsin,
June 28, 2001
Lands' End, Inc. Retirement Plan
Financial Report
December 31, 2001
Lands' End, Inc. Retirement Plan
Contents
Independent Auditor's Report
Financial Statements
Statement of Net Assets - 2001
Statement of Net Assets - 2000
Statement of Changes In Net Assets - 2001
Statement of Changes In Net Assets - 2000
Notes to Financial Statements
Supplemental Schedule
Schedule of Assets (held at end of year)
Exhibit 99: Notice regarding Consent of Arthur Andersen LLP
Independent Auditor's Report
To the Plan Administrator
Lands' End, Inc. Retirement Plan
Dodgeville, Wisconsin
We have audited the accompanying statements of net assets of Lands' End,
Inc. Retirement Plan as of December 31, 2001, and the related statement of
changes in net assets for the year then ended. These financial statements
are the responsibility of the plan administrator. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of Lands' End, Inc. Retirement Plan for the year ended
December 31, 2000 were audited by other auditors whose report, dated May 4,
2001, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. 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 audit provides a reasonable basis for our opinion.
In our opinion, the 2001 financial statements referred to above present
fairly, in all material respects, the net assets of the Lands' End
Retirement Plan as of December 31, 2001, and the changes in its net assets
for the year then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held at end of year) is presented for purposes of additional analysis and
is not a required part of the basic financial statements, but is
supplementary information required by the United States Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The supplemental schedule
has been subjected to the auditing procedures applied in the audit of the
basic financial statements for the year ended December 31, 2001, and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
MCGLADREY & PULLEN, LLP
Madison, Wisconsin,
June 3, 2002
CONSENT OF PREDECESSOR AUDITOR
Note: This Report of Independent Public Accountants is a copy of a
previously issued Report of Arthur Andersen LLP, Independent Public
Accountants, and it has not been reissued by Arthur Andersen LLP. The
registrant has been unable to obtain a reissued Report of Arthur
Andersen LLP or a currently dated written consent regarding the
incorporation of their report on the financial statements of Lands'
End, Inc. Retirement Plan as of and for the year ending December 31,
2000 appearing in this Annual Report on Form 11-K.
Report of Independent Public Accountants
To the Plan Administrator of the
Lands' End, Inc. Retirement Plan:
We have audited the accompanying statements of net assets available
for plan benefits, with fund information, of the Lands' End, Inc.
Retirement Plan (the "Plan") as of December 31, 2000 and 1999, and the
related statements of changes in net assets available for plan
benefits, with fund information, for the years then ended, as listed
in the accompanying table of contents. These financial statements and
the supplemental schedule referred to below are the responsibility of
the plan administrator. Our responsibility is to express an opinion
on these financial statements and the supplemental schedule 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 audits 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 net assets available for plan
benefits, with fund information, of the Plan as of December 31, 2000
and 1999, and the changes in its net assets available for plan
benefits, with fund information, for the years then ended, in
conformity with accounting principles generally accepted in the United
States.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedule, as listed in the accompanying table of contents, is
presented for the purpose of additional analysis and is not a required
part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. The fund information in the statements
of net assets available for plan benefits and the statements of
changes in net assets available
for plan benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedule and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
May 4, 2001
LANDS' END, INC. RETIREMENT PLAN
STATEMENT OF NET ASSETS
December 31, 2001
Lands' End, Common/
Fixed Equity Inc. Stock Collective Participants
ASSETS Income Fund Funds Fund Trust Funds Loan Fund Total
Investments, at fair value:
American Express Trust
U.S. Government
Securities Fund II $ - $ - $ - $ 5,156,510 $ - $ 5,156,510
AXP Federal Income
Fund, Inc. 17,175,337 - - - - 17,175,337
American Express Core
Balanced Fund II - - - 21,713,198 - 21,713,198
American Express Trust
U.S. Equity Index Fund I - - - 11,767,685 - 11,767,685
American Express Trust Small
Cap Equity Index Fund II - - - 2,077,150 - 2,077,150
AXP New Dimensions
"Y" Fund, Inc. - 69,163,093 - - - 69,163,093
Templeton Foreign Fund I - 4,365,754 - - - 4,365,754
Lands' End, Inc.
Stock Fund - - 3,332,166 - - 3,332,166
Total Investments 17,175,337 73,528,847 3,332,166 40,714,543 - 134,750,893
Loans to Participants - - - - 2,455,015 2,455,015
Employer Contribution
Receivable 950,156 1,905,991 174,018 1,557,691 - 4,587,856
Total Assets 18,125,493 75,434,838 3,506,184 42,272,234 2,455,015 141,793,764
LIABILITIES - - - - - -
NET ASSETS $18,125,493 $75,434,838 $3,506,184 $42,272,234 $2,455,015 $141,793,764
See Notes to Financial Statements.
LANDS' END, INC. RETIREMENT PLAN
STATEMENT OF NET ASSETS
December 31, 2000
Lands' End, Common/
Fixed Balanced Equity Inc. Stock Collective Participants
Income Fund Fund Funds Fund Trust Funds Loan Fund Total
Investments, at fair value:
American Express Trust
U.S. Government
Securities Fund II $ - $ - $ - $ - $ 3,479,396 $ - $ 3,479,396
AXP Federal Income
Fund, Inc. 13,061,322 - - - - - 13,061,322
AXP Mutual Fund - 22,940,093 - - - - 22,940,093
American Express Trust
U.S. Equity Index Fund I - - - - 11,155,572 - 11,155,572
American Express Trust
Small Cap Equity Index
Fund II - - - - 785,048 - 785,048
AXP New Dimensions "Y"
Fund, Inc. - - 83,801,790 - - - 83,801,790
Templeton Foreign Fund I - - 3,479,449 - - - 3,479,449
Lands' End, Inc.
Stock Fund - - - 1,346,676 - - 1,346,676
Total investments 13,061,322 22,940,093 87,281,239 1,346,676 15,420,016 - 140,049,346
Loans to Participants - - - - - 2,523,082 2,523,082
Employer Contribution
Receivable 465,641 392,359 1,118,260 93,531 411,659 - 2,481,450
Total assets 13,526,963 23,332,452 88,399,499 1,440,207 15,831,675 2,523,082 145,053,878
LIABILITIES - - - - - - -
NET ASSETS $13,526,963 $23,332,452 $88,399,499 $1,440,207 $15,831,675 $2,523,082 $145,053,878
See Notes to Financial Statements
LANDS' END, INC. RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
Year Ended December 31, 2001
Lands' End, Common/
Fixed Balanced Equity Inc. Stock Collective Participants
Income Fund Fund Funds Fund Trust Funds Loan Fund Total
Earnings on Investments:
Interest and dividend
income $ 773,361 $ 111,682 $ 291,368 $ 8,598 $ 240,518 - $ 1,425,527
Net appreciation
(depreciation)in fair
value of investments 265,479 (1,314,244) (13,204,326) 1,556,172 (1,869,238) - (14,566,157)
Total investment (loss)
income 1,038,840 (1,202,562) (12,912,958) 1,564,770 (1,628,720) - (13,140,630)
Contributions:
Employer:
Matching 319,139 44,031 1,543,889 136,145 1,085,113 - 3,128,317
Profit sharing 950,156 - 1,905,991 174,018 1,557,691 - 4,587,856
Participants 812,366 111,749 4,356,069 406,417 3,064,302 - 8,750,903
Rollovers 9,938 - 46,766 - 89,489 - 146,193
Total contributions 2,091,599 155,780 7,852,715 716,580 5,796,595 - 16,613,269
Total additions (deductions) 3,130,439 (1,046,782) (5,060,243) 2,281,350 4,167,875 - 3,472,639
Benefits (475,633) (261,383) (4,555,017) (82,627) (1,256,553) (101,540) (6,732,753)
Interfund transfers 1,976,792 (21,993,664) (3,386,920) (128,796) 23,532,588 - -
Loans issued to participants (142,977) (42,473) (419,472) (36,460) (257,885) 899,267 -
Loan principal repayments 109,909 11,850 456,991 32,510 254,534 (865,794) -
Increase (decrease) in
net assets 4,598,530 (23,332,452) (12,964,661) 2,065,977 26,440,559 (68,067) (3,260,114)
Net Assets:
Beginning 13,526,963 23,332,452 88,399,499 1,440,207 15,831,675 2,523,082 145,053,878
End $18,125,493 $ - $75,434,838 $3,506,184 $42,272,234 $2,455,015 $141,793,764
See Notes to Financial Statements.
Lands' End, Inc. Retirement Plan
Statement of Changes in Net Assets
Year Ended December 31, 2000
Lands' End, Common/
Fixed Balanced Equity Inc. Stock Collective Participants
Income Fund Fund Funds Fund Trust Funds Loan Fund Total
Earnings on Investments:
Interest and dividend
income $ 809,120 $ 694,053 $ 9,245,218 $ 7,833 $ 199,353 $ - $ 10,955,577
Net depreciation in fair
value of investments (43,098) (3,436,077) (17,255,055) (411,808) (1,105,807) - (22,251,845)
Total investment (loss)
income 766,022 (2,742,024) (8,009,837) (403,975) (906,454) - (11,296,268)
Contributions:
Employer:
Matching 280,142 551,579 1,583,451 130,056 463,052 - 3,008,280
Profit sharing 465,641 392,359 1,118,261 93,531 411,659 - 2,481,451
Participants 706,003 1,482,166 4,563,746 390,701 1,374,105 - 8,516,721
Rollovers 32,198 44,720 193,687 - 191,036 - 461,641
Total contributions 1,483,984 2,470,824 7,459,145 614,288 2,439,852 - 14,468,093
Total additions (deductions) 2,250,006 (271,200) (550,692) 210,313 1,533,398 - 3,171,825
Benefits (600,139) (956,762) (3,351,603) (83,119) (1,003,257) (112,558) (6,107,438)
Interfund transfers (732,286) (1,078,870) (246,144) (53,585) 2,110,885 - -
Loans issued to participants (102,880) (158,418) (571,227) (24,290) (143,548) 1,000,363 -
Loan principal repayments 86,634 169,248 498,237 29,569 93,849 (877,537) -
Increase (decrease) in
net assets 901,335 (2,296,002) (4,221,429) 78,888 2,591,327 10,268 (2,935,613)
Net Assets:
Beginning 12,625,628 25,628,454 92,620,928 1,361,319 13,240,348 2,512,814 147,989,491
End $13,526,963 $23,332,452 $88,399,499 $1,440,207 $15,831,675 $2,523,082 $145,053,878
See Notes to Financial Statements.
Lands' End, Inc. Retirement Plan
Notes to Financial Statements
Note 1. Description of the Plan
The following description of the Lands' End, Inc. Retirement Plan (the
Plan) provides only general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's
provisions.
General: The Plan is a defined contribution plan covering
substantially all employees of Lands' End, Inc. (the Company) who are
at least 19 years of age as of the end of the Plan year and have
completed both six months and 1,000 hours of eligible service. It is
subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
Contributions: Each year, participants may contribute up to 17 percent
of pretax annual compensation, as defined in the Plan. Participants
direct the investment of their contributions into various investment
options offered by the Plan. The Company contributes up to 50 percent
of the first 6 percent of eligible compensation that a participant
contributes to the Plan. Additional profit sharing contributions may
be contributed at the discretion of the Company's Board of Directors
and are allocated to each participant's account based on his or her
eligible compensation level (subject to certain Internal Revenue
Service limits) in relation to all participants' compensation.
Investment Options: Descriptions of the investment options by the Plan
are as follows:
American Express Trust U.S. Government Securities Fund II: This
common/collective trust fund normally is invested in U.S.
government and government agency securities and seeks to provide
maximum current income, with the goal of conserving capital and
maintaining liquidity.
AXP Federal Income Fund, Inc.: This fund is managed to help
protect the participants' money from loss, while seeking a
consistent rate of return.
American Express Core Balanced Fund II: This fund invests in
portfolios consisting of equity and fixed income securities
through investment in American Express Equity Index Base Fund (60
percent) and American Express Trust Bond Fund (40 percent).
American Express Trust U.S. Equity Index Fund I: This collective
fund invests primarily in common stocks of the Standard & Poor's
(S&P) 500 Stock Index to achieve a rate of return as close as
possible to the S&P 500 Index.
American Express Trust Small Cap Equity Index II: This
common/collective trust fund invests in the Pyramid Russell 2000
Index Fund which primarily invests in some or all of the
securities within the Pyramid Russell 2000 Index, an unmanaged
index.
Lands' End, Inc. Retirement Plan
Notes to Financial Statements
AXP New Dimensions "Y" Fund, Inc.: This fund normally invests in
medium-to large-size capitalization growth stocks to provide long-
term growth of capital.
Templeton Foreign Fund I: This fund seeks long-term capital
growth through a flexible policy of investing primarily in stocks
of companies located outside the United States.
Lands' End, Inc. Stock Fund: This pooled fund normally is
invested in common stock of Lands' End, Inc. Generally, shares
shall be acquired by the trustee on the open market. Except with
respect to shares purchased on the open market, no purchase shall
be made in excess of the closing price on the New York Stock
Exchange on the business day such shares were last traded. As a
pooled fund, the limit value of shares in the fund are never equal
to the price of a share of Lands' End stock in the Stock Market.
Participant Accounts: Each participant's account is credited with the
participant's contribution and allocations of the Company's
contribution and Plan earnings, and charged with an allocation of
investment management fees. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
Vesting: Participants are vested immediately in their contributions,
employer contributions, and actual earnings thereon.
Loans to Participant: Participants may borrow from their fund accounts
a minimum of $1,000 up to a maximum amount of equal to the lesser of
$50,000 or 50 percent of their account balance. The loans are secured
by the balance in the participant's account and bear interest at rates
ranging from 6 percent to 10.5 percent, which are commensurate with
local prevailing rates as determined by the plan administrator.
Principal and interest is paid ratably through payroll deductions over
periods ranging up to 120 months.
Payment of Benefits: On termination of service, a participant will
receive a lump sum distribution equal to the value of the participant's
vested interest in his or her account.
Note 2. Summary of Significant Accounting Policies
Use of Estimates: The preparation of financial statements requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from
those estimates.
Valuation of Investments: The Plan's investments are stated at fair
market value as determined by the trustee by reference to published
market data. Investments in common/collective trust funds are valued
at the purchase or redemption price of the shares of participation as
determined by the trust sponsor. Participant loans are stated at
unpaid principal value.
Lands' End, Inc. Retirement Plan
Notes to Financial Statements
Purchases and sales of securities are recorded on a trade date basis.
Dividends are recorded on the ex-dividend date.
Payment of Benefits: Benefits are recorded when paid.
Administrative Expenses: All administrative expenses for the Plan are
paid by the Company, except certain mutual fund expenses that are
netted against participants' investment yield.
Note 3. Investments
The following presents investments that represent 5 percent or more of
the Plan's net assets:
December 31,
2001 2000
AXP Federal Income Fund, Inc. $ 17,175,337 $ 13,061,322
AXP Mutual Fund - * 22,940,093
American Express Core Balanced Fund II 21,713,198 - *
American Express Trust U.S. Equity
Index Fund I 11,767,685 11,155,572
AXP New Dimensions "Y" Fund, Inc. 69,163,093 83,801,790
* Represents less than 5 percent of the Plan's net assets.
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value by $14,566,157 as follows:
Common Stock $ 1,556,172
Mutual Funds (14,253,091)
Common/Collective Trusts (1,869,238)
$ (14,566,157)
Note 4. Related-Party Transactions
Certain plan investment are shares of mutual funds and common funds
managed by American Express Trust Company. American Express Trust
Company is the trustee as defined by the Plan and, therefore, these
transactions qualify as party-in-interest transactions. Also, the plan
invests in the Company's common stock. These transactions included in
the supplemental schedule and are not considered prohibited
transactions by statutory exemptions under ERISA regulations.
Note 5. Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA.
Lands' End, Inc. Retirement Plan
Notes to Financial Statements
Note 6. Tax Status
The Internal Revenue Service has determined and informed the Company by
a letter dated May 16, 1994 that the Plan is designed in accordance
with applicable sections of the Internal Revenue Code (IRC). Although
the Plan has been amended since receiving the determination letter, the
plan administrator believes that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the
IRC.
Note 7. Subsequent Event
Subsequent to the date of the financial statements, the Company was
acquired in a tender offer and merger by Sears, Roebuck, and Co.
(Sears), becoming a wholly-owned subsidiary of Sears. Despite the
acquisition, there is no current intent to make any material changes
to, or to terminate, the Plan.
Note 8. Reconciliation to Form 5500
The difference between net assets and benefits paid in both the
financial statements and the Plan's Form 5500 is due to benefit claims
payable to terminated participants. The difference as of December 31,
2001 and 2000, is summarized as follows:
2001 2000
Net Assets Per Form 5500 $141,793,764 $144,976,112
Benefits Payable to Terminated
Participants - 77,766
Net Assets Per Statement of Net
Assets Available for Plan Benefits $141,793,764 $145,052,878
Benefits Paid to Participants Per
Form 5500 $ 6,654,987 $ 6,142,253
Change in Benefits Payable to
Terminated Participants 77,766 (34,815)
Benefits Paid to Participants Per
Statement of Changes in Net Assets
Available for Plan Benefits $ 6,732,753 $ 6,107,438
Lands' End, Inc. Retirement Plan
Schedule of Assets (Held at End of Year)
Year Ended December 31, 2001
Principal Current
Amount/Shares Cost Value
Fixed Income Fund:
AXP Federal Income Fund, Inc.* 3,555,970 $ 17,428,575 $17,175,337
Equity Funds:
AXP New Dimensions "Y" Fund, Inc.* 2,813,726 73,298,844 69,163,093
Templeton Foreign Fund I 471,973 4,707,105 4,365,754
78,005,949 73,528,847
Stock Fund
Lands' End, Inc. Stock Fund * 102,629 2,146 569 3,332,166
Common/Collective Trust Funds:
American Express Trust U.S.
Government Securities Fund II * 5,156,510 5,156,510 5,156,510
American Express Core Balanced
Fund II * 2,339,954 22,150,931 21,713,198
American Express Trust U.S.
Equity Index Fund I * 348,796 12,663,338 11,767,685
American Express Trust Small
Cap Equity Index Fund II * 144,790 1,995,348 2,077,150
41,966,127 40,714,543
Total investments $139,547,220 $134,750,893
Loans to Participants * $ 2,455,015 $ 2,455,015
* A party-in-interest to the Plan
EXHIBIT 99
NOTICE REGARDING CONSENT OF AUTHUR ANDERSEN LLP
Prior to the date of this Form 11-K, which is incorporated by reference into
Lands' End's filing on Form S-8 No. 33-63461, the Lands' End, Inc. Retirement
Plan dismissed Arthur Andersen LLP as its independent auditors, and hired
McGladrey & Pullen, LLP to replace Arthur Andersen LLP as the independent
auditor of the Plan. After reasonable efforts, the Plan has been unable to
obtain Arthur Andersen's current written consent to the incorporation by
reference into the Lands' End's filing on Form S-8 No. 33-63461 of its audit
reports with respect to the Plan's financial statements as of December 31,
2000 and for the year then ended. The consent of Arthur Andersen LLP was
filed last year when the Plan's financial circumstances for December 31, 2000
were initially filed. Under these circumstances, Rule 437a under the
Securities Act permits the Plan to file this Form 11-K without a current
written consent from Arthur Andersen LLP. However, as a result, Arthur
Andersen LLP may not have any liability under Section 11(a) of the Securities
Act for any untrue statements of a material fact contained in the financial
statements audited by Arthur Andersen LLP or any omissions of a material fact
required to be stated therein to the extent that a current written consent
would have been required. Accordingly, Plan participants may be limited in
their ability to assert a claim against Arthur Andersen LLP under Section 11(a)
of the Securities Act because it has not currently consented to the
incorporation by reference of its previously issued report into Lands' End's
filing on Form S-8 No. 33-63461.