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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 August 24, 2002.

Commission File No. 0-19369

LITTLE SWITZERLAND, INC.

Delaware 66-0476514
(State of Incorporation) (I.R.S. Employer
Identification No.)

161-B Crown Bay
St. Thomas U.S.V.I. 00802
(Address of Principal Executive Offices) (Zip Code)

(340) 776-2010
(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 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

At October 3, 2002, 17,060,791 shares of $.01 par value common stock of the
registrant were outstanding.

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LITTLE SWITZERLAND, INC.
INDEX TO FORM 10-Q

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Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Consolidated Balance Sheets as of August 24, 2002
(unaudited) and May 25, 2002 3

Consolidated Statements of Operations (unaudited) for
the three months ended August 24, 2002 and
August 25, 2001 4

Consolidated Statements of Cash Flows (unaudited) for the
three months ended August 24, 2002 and August 25, 2001 5

Notes to Consolidated Financial Statements (unaudited) 6

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10

Item 3. Quantitative and Qualitative Disclosures about
Market Risk 14

PART II. OTHER INFORMATION

Item 1. Legal Proceedings 14

Item 6. Exhibits and Reports on Form 8-K 14

SIGNATURES 15

EXHIBIT INDEX 16

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
AUGUST 24, MAY 25,
ASSETS 2002 2002
(Unaudited)
----------- --------

CURRENT ASSETS:
Cash and cash equivalents $ 891 $ 816
Accounts receivable, net of allowances of $117 and $133 1,125 1,317
Inventory, net 38,104 38,524
Prepaid expenses 1,156 444
---------- --------
Total current assets 41,276 41,101
---------- --------

Property and equipment, at cost 24,280 24,633
Less: Accumulated depreciation 18,370 18,551
---------- --------
5,910 6,082

OTHER ASSETS 1,273 1,325
---------- --------

TOTAL ASSETS $ 48,459 $ 48,508
========== ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Book overdraft $ 1,204 $ 607
Revolving credit agreement 3,771 2,540
Accounts payable 9,966 11,170
Accrued income taxes 1,745 1,695
Other accrued expenses 3,534 3,170
---------- --------
Total current liabilities 20,220 19,182

NOTE PAYABLE, net of unamortized discount 1,754 1,707

LONG-TERM DEBT 6,500 6,500

OTHER NON-CURRENT LIABILITIES 1,471 1,423
---------- --------
Total liabilities 29,945 28,812
---------- --------

COMMITMENTS AND CONTINGENCIES (Note 10) -- --

MINORITY INTEREST IN SUBSIDIARY (PREFERRED) 300 300
---------- --------

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value -
Authorized - 5,000 shares
Issued and outstanding - none -- --
Common stock, $.01 par value - Authorized - 25,000 shares
Issued and outstanding - 16,722 and 16,709 shares
at August 24, 2002 and May 25, 2002, respectively 167 167
Paid In Capital 27,221 27,294
Accumulated deficit (9,174) (8,065)
---------- --------
Total stockholders' equity 18,214 19,396
---------- --------

TOTAL LIABILITIES, MINORITY INTEREST AND
STOCKHOLDERS' EQUITY $ 48,459 $ 48,508
========== ========

</Table>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)

THREE MONTHS ENDED
------------------
August 24, August 25,
2002 2001
---------- ----------

Net sales $ 15,236 $ 13,322

Cost of sales 8,285 7,294
---------- ----------

Gross profit 6,951 6,028

Selling, general and administrative expenses 7,772 7,393
---------- ----------

Operating loss (821) (1,365)
Interest expense, net 238 131
---------- ----------

Loss before income taxes (1,059) (1,496)

Provision for income taxes 50 50
---------- ----------

NET LOSS $ (1,109) $ (1,546)
========== ========

BASIC AND DILUTED LOSS PER SHARE: $ (0.07) $ (0.09)
========== =========

WEIGHTED AVERAGE SHARES OUTSTANDING:

Basic 16,716 16,474
========== ==========
Diluted 16,716 16,474
========== ==========

</Table>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

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LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

<Table>
<Caption>
For the three months ended
August 24, August 25,
2002 2001
---------- ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,109) $ (1,546)
Adjustments to reconcile net loss to net cash
used in operating activities --
Depreciation 401 465
Amortization of discount on note payable 46 46
Provision for uncollectible accounts (15) (13)
Provision for inventories (80) (97)
Stock based compensation 25 --
Changes in assets and liabilities:
Decrease (increase) in accounts receivable 109 (180)
Decrease (increase) in inventory 500 (1,411)
Increase in prepaid expenses (712) (387)
Decrease (increase) in other assets 52 (117)
(Decrease) increase in accounts payable (1,204) 2,171
Increase in other accrued expenses 364 236
Increase (decrease) in accrued income taxes 50 (54)
Increase in other long-term liabilities 49 18
---------- ----------

Net cash used in operating activities (1,524) (869)
---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (229) (499)
---------- ----------

Net cash used in investing activities (229) (499)
---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease)in book overdraft 597 (1,675)
Proceeds from revolving credit arrangement 1,231 --
Proceeds from short-term debt -- 2,800
Proceeds from issuance of common stock -- 38
---------- ----------
Net cash provided by financing activities 1,828 1,163
---------- ----------

Net increase (decrease) in cash and cash equivalents 75 (205)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 816 1,467
---------- ----------

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 891 $ 1,262
========== ==========

Supplemental disclosure of cash flow information:

CASH PAID DURING THE PERIOD FOR:

Interest $ 229 $ 77

Income Taxes $ -- $ 104

NON-CASH FINANCING ACTIVITIES:

Stock issued as compensation $ 25 $ --

Paid in Capital related to issuance of
restricted stock $ -- $ 128

</Table>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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LITTLE SWITZERLAND, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. MANAGEMENT'S PLANS AND LIQUIDITY

On March 22, 2002, Little Switzerland, Inc. ("Little Switzerland" or the
"Company") announced the closing of a 3 year, $12 million senior
collateralized credit facility with Congress Financial Corporation (Florida)
("Congress"). This credit facility, coupled with an equity investment and
working capital facility by Tiffany & Co. and its affiliate, Tiffany &
Company International, Inc. (collectively, "Tiffany"), in May 2001, has
provided the Company with the financial and operational resources necessary
to complete its restructuring. See Note 8, Credit Arrangements. On August 15,
2002, Tiffany & Co. through its wholly owned subsidiary TSAC Corp. ("TSAC")
initiated a tender offer to acquire all the outstanding shares of Little
Switzerland not owned by Tiffany at $2.40 per share (see Note 12).

The Company has incurred both operating losses and negative cash flows from
operations of $4.5 million and $5.5 million for fiscal 2002, and $7.6 million
and $6.6 million in fiscal 2001, and $15.5 million and $3.8 million in fiscal
2000, respectively. As of May 25, 2002 and May 26, 2001, the Company had an
accumulated deficit of $8.1 million and $3.6 million, respectively. Although
the Company continues to reduce its net loss, the continuation of operating
losses increases reliance on the Company's borrowing facility.

As disclosed in the Company's recently filed Form 10-K for the year ended May
25, 2002, management's financing and operating goals for fiscal 2003 include:
(1) enhancing the Company's sales performance through continued improvement
to the merchandise mix, introduction of new high margin product categories,
focusing managers on driving conversion rates generated based on traffic flow
into the stores, improved sales associated with expansion of Tiffany boutique
concepts, and improving product knowledge and sales training for its staff,
(2) improving margin through continued store level focus of margin
performance at the store vendor and employee level, improving margin and
stock replenishment by leveraging tools that will become available as a
result of the stores point of sale system upgrades and (3) managing operating
costs to anticipated revenue levels, and continued reduction in corporate
overhead costs.

The Company has made progress in the first quarter towards these goals by
testing new products with superior margins in the Alaska market, however,
many of the expected benefits will not be realized until the Company
completes its point of sale system upgrades which should occur later this
fiscal year. There is no assurance that management's plan will be successful.

Management believes that its working capital and existing credit facilities
will be sufficient to fund its operations for the current fiscal year,
however, it is unlikely the Company will have sufficient capital to expand
the business in the current fiscal year. In addition, if the Company is
unable to achieve its plans or continues to incur unexpected costs associated
with the TSAC tender offer described above, the Company may be required to
seek additional equity or debt financing during fiscal 2003 and there is no
assurance that such capital or financing will be available to the Company on
terms acceptable to the Company.

2. CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements include the operations of
Little Switzerland, Inc. and its wholly owned subsidiaries, L.S. Holding,
Inc., L.S. Wholesale, Inc. and L.S. Holding (Florida), Inc. All significant
intercompany balances and transactions have been eliminated in consolidation.
The interim consolidated financial statements are unaudited and, in the
opinion of management, contain all adjustments necessary (which are of a
normal recurring nature) to present fairly the Company's financial position
as of August 24, 2002 and the results of its operations and cash flows for
the interim periods presented. The consolidated balance sheet data at May 25,
2002 are derived from the audited financial statements which are included in
the Company's report on Form 10-K for Fiscal 2002, which should be read in
connection with these financial statements. In accordance with the rules of
the Securities and Exchange Commission, these financial statements do not
include all disclosures required by generally accepted accounting principles.

The results of operations for the interim periods presented are not
necessarily indicative of the results to be expected for a full fiscal year,
due to the seasonal nature of the Company's operations.

Certain reclassifications have been made to the prior years' financial
statements to conform to classifications used in the current year.

3. USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. The more significant assumptions
and estimates relate to inventory valuation, useful lives of property and
equipment, provision for income taxes and valuation allowances on deferred
taxes. Actual results could differ from these estimates. Periodically, the
Company reviews all significant estimates and assumptions affecting the
financial statements relative to current conditions and records the effect of
any necessary adjustments.

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4. NEW ACCOUNTING PRONOUNCEMENTS

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 is effective for exit or
disposal activities that are initiated after December 31, 2002, with early
application encouraged. This statement nullifies EITF No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)." SFAS No.
146 requires that a liability for a cost associated with an exit or disposal
activity be recognized when the liability is incurred. A liability is
incurred as defined in FASB Concepts Statement No. 6, "Elements of Financial
Statements." SFAS No. 146 is applicable should management decide to close
certain stores or restructure the Company. Currently, management has no such
plans.

5. COMPREHENSIVE INCOME

Comprehensive loss/income is defined as the change in net assets of a
business enterprise during an accounting period from transactions generated
from non-owner sources. It includes all changes in equity during a period
except those resulting from investments by owners and distributions to
owners. The comprehensive loss/income is equal to the net loss/income for the
periods ended August 24, 2002 and August 25, 2001.

6. INVENTORY

Inventory is stated at the lower of cost or market using the average cost
method. Inventory consists almost entirely of finished merchandise purchased
for resale and was approximately $38.1 million and $38.5 million at August
24, 2002 and May 25, 2002, respectively. The Company also maintained
consignment inventory at its retail locations of approximately $2.2 million
and $1.1 million at August 24, 2002 and May 25, 2002, respectively. This
consigned inventory and related contingent obligations are not reflected in
the Company's financial statements. At the time consigned inventory is sold,
the Company records the purchase liability in accounts payable and the
related cost of merchandise in cost of sales.

7. STORE OPERATIONS

On June 1, 2002, the Company leased an additional 700 square feet at its
store located in the Key West Hilton Resort bringing the total selling square
footage in this location to 1,400 square feet.

8. CREDIT ARRANGEMENTS

On March 22, 2002, the Company established a senior collateralized revolving
and term loan credit facility with Congress, which allows the Company to
borrow up to $12 million, through March 21, 2005, of which up to $8 million
is a revolving loan and $4 million is a term loan, at an interest rate of
2.75% per annum above the Adjusted Eurodollar Rate or 0.75% per annum above
Prime, plus customary servicing costs and unused facility fees. Amounts
advanced to the Company under this credit facility are limited to a stated
borrowing base which is calculated as a percentage of certain inventory less
specific reserves (as defined in the credit agreement). The Company's
receipts are applied daily to the revolver component of the loan requiring
the Company to borrow daily to meet cash flow needs. The credit facility is
collateralized by substantially all of the Company's U.S. and U.S.V.I. based
assets, including all the U.S. and U.S.V.I. based inventory, the pledge of
two-thirds of the stock of the Company's foreign subsidiaries and a first
priority leasehold mortgage over the St. Thomas building occupied by the
Company as its headquarters and main warehouse.

The terms of the Congress facility include customary covenants and events of
default. The Congress facility contains a number of covenants that restrict
the operations of the Company, including restrictions on, among other things,
certain mergers, acquisitions or sales of the Company's assets; cash
dividends and other distributions to equity holders; transactions with
affiliates; and the incurrence of indebtedness and granting of liens.
Further, the Company is required to maintain during a specified period, a
minimum net worth the amount of which is determined depending upon the
Company's borrowing availability under the facility during such period. The
terms of the facility also provide for customary events of default relating
to, among other things, payment default, non-compliance with covenants,
including the net worth covenant, breach of representations or warranties,
material judgments against the Company and bankruptcy. In the event of an
event of default, Congress may terminate its lending commitments to the
Company and declare the Company's outstanding indebtedness under the credit
facility immediately due and payable, together with accrued but unpaid
interest and fees.

As of August 24, 2002, the Company had utilized $7.8 million of this facility
and had approximately $4.2 million of availability remaining. The interest
rates in effect at August 24, 2002 were 4.56% on the Eurodollar rate
borrowings and 5.5% on the Prime rate borrowings.

This facility replaces the Company's previous credit arrangement with Chase
which allowed the Company to borrow up to $3.75 million, through June 1, 2002
with an option to extend the facility through November 30, 2002, subject to
certain conditions, at an interest rate of 3% per annum above LIBOR. In
addition, the Company issued to Chase a warrant to purchase the number of
shares of common stock equal to 0.31% of the shares of common stock
outstanding (on a fully-diluted basis) on the date of exercise for an
aggregate purchase price of $50,000. This warrant was exercised in September
2002 in connection with the TSAC tender offer (see Note 12). As of August 24,
2002 and May 25, 2002 all amounts borrowed under the Chase credit facility
had been repaid.

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The Company also maintains a credit facility with Tiffany, which allows the
Company to borrow up to $2.5 million at an interest rate of 3% per annum
above LIBOR. Interest is payable semi-annually on January 31st and July 31st
of each calendar year with principal and unpaid interest due on or before
April 30, 2006. The facility is collateralized by a subordinated interest in
the Company's U.S. and U.S.V.I. based inventory, as well as a subordinated
pledge of two-thirds of the stock of the Company's foreign subsidiaries
(except Barbados). As of August 24, 2002 and May 25, 2002, the Company had
utilized $2.5 million of this facility.

In addition to the above credit facilities, in November 2000, the Company
completed certain transactions with Almod Diamonds Ltd. ("Almod"), which
resulted in the Company receiving $2.0 million of proceeds from the issuance
of a $2.0 million non-interest bearing loan, collateralized by the Company's
Barbados inventory. A balloon payment is due on December 31, 2003. If the
Company is unable to repay such debt by the due date, Almod will have the
right to convert its preferred shares and/or its Class B Common Shares in the
Company's Barbados subsidiary, World Gift Imports (Barbados) Ltd. ("WGI"),
into Class A stock of WGI at a rate of one for one, or purchase all or some
Class A Common Shares, at a price of $1 per share. Interest on the note
payable has been imputed at an interest rate of 11.5%, which is a rate
commensurate with the Company's then current borrowings, and resulted in
$570,000 of original discount, of which $46,235 and $46,235 has been
amortized to expense in the three months ended August 24, 2002 and August 25,
2001, respectively (see Note 11).

Outstanding borrowings against collateralized credit facilities totaled $12.3
million and $10.7 million, net of unamortized discount, at August 24, 2002
and May 25, 2002, respectively. The weighted average interest rates incurred
during fiscal 2002, 2001, and 2000 were approximately 7.3%, 10.9% and 9.6%,
respectively.

9.EARNINGS PER SHARE

In accordance with the requirements of SFAS No. 128, "Earnings per Share",
basic earnings per share is computed by dividing net income (loss) by the
weighted average number of shares outstanding for the period. Diluted
earnings per share reflects the dilutive effect of stock options and warrants
(as calculated utilizing the treasury stock method).

The following table summarizes the reconciliation of the numerators and
denominators for the basic and diluted earnings per share ("EPS")
computations (in thousands):

Three months Ended
August 24, August 25,
2002 2001
--------- ----------

Net earnings (loss) for basic and diluted EPS $ (1,109) $ (1,546)
========== ==========

Weighted average number of shares used in basic
earnings per share calculation 16,716 16,474

Incremental shares from assumed exercise of stock
options and warrants -- --
--------- ----------

Weighted average number of shares used in diluted
earnings per share calculation 16,716 16,474
========== ==========

Shares under and outside of option plans and warrants
excluded in computation of diluted earnings per
share due to antidilutive effects 1,463 1,801
========== ==========

</Table>

The Company's calculation of dilutive earnings per share excludes the effect
of outstanding options and warrants that are anti-dilutive.

10. COMMITMENTS AND CONTINGENCIES

The Company is party to various pending litigation, claims, assessments and
proceedings in the ordinary course of business. Management of the Company
believes that these legal proceedings and claims should not have a material
adverse effect on the Company's financial position, results of operations or
cash flows.

11. ALMOD TRANSACTION

During fiscal 2001, the Company engaged in negotiations with Almod regarding
various transactions, including the sale of WGI. Due to various issues
encountered during the negotiations with Almod regarding the potential sale
of the Company's operations in Barbados, the parties agreed in lieu of the
sale of WGI to Almod, the Company would restructure the capital of this
subsidiary. The final arrangement resulted in the Company continuing to own
this Barbados subsidiary, with Diamonds International Ltd. ("DI"), a
subsidiary of Almod, being offered a minority interest in WGI pending
government approval of proposed changes in this subsidiary's bylaws. Such
approval was obtained on June 21, 2001. On March 15, 2002, Almod purchased
31,302 shares of preferred stock in WGI and 23,774 shares of Class B common
shares in WGI from the Company for a purchase price of $600,000.

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WGI has also agreed to pay profit share in the amount of $1.5 million by
December 31, 2005, and enable its store located in the Port Terminal in
Barbados (the "Port store"), currently operated by DI, to share in its net
operating tax loss carry forwards ("NOL's"). If by December 31, 2005, WGI
does not pay the profit sharing amount to DI, or DI has not received a tax
benefit equivalent to the agreed upon profit share plus an additional tax
benefit of $0.7 million, DI's remedies include converting its preferred
shares and/or its Class B Common Shares of WGI into Class A Common Shares at
a rate of one for one, and/or purchase all or some Class A Common Shares of
WGI at a price of $1 per share resulting in a controlling interest of this
subsidiary.

As part of the overall Barbados transaction, the Company's Barbados
subsidiary and DI entered into a Management Agreement, which provides for DI
to manage the Port store and retain all profits associated with such store as
a management fee. The Company does not include any results from the operation
of the Port store in its consolidated financial statements as of the
execution of the management agreement. The profits generated from the Port
store are entitled to be offset by WGI's NOL's and the use of such NOL's may
be credited towards the profit sharing obligation of WGI as described above.

The Company sold to DI a portion of the intercompany debt owed by WGI to L.S.
Wholesale, Inc. As more fully described in Note 8, the Company received $2.0
million and sold, assigned and transferred its receivable from WGI to Almod,
due December 31, 2003, which is collateralized by the inventory of WGI.
Additionally, if this debt is not repaid by its due date, DI will have the
option to convert its shares of WGI for a controlling interest of WGI as
described above.

On July 28, 2000, the Company sold its facility in Philipsburg, St. Maarten,
to Almod for $4.5 million and simultaneously entered into a leaseback
arrangement for five years with one five year renewal option at market rates.

12. SUBSEQUENT EVENTS

On August 15, 2002, TSAC, Corp. ("TSAC"), an indirect wholly owned subsidiary
of Tiffany & Co., initiated a tender offer for all of the shares of Little
Switzerland, Inc. at a price of $2.40 per share. TSAC has twice extended its
offer and the current extension is due to expire at the close of business on
October 8, 2002. The offer is subject to, among other things, the tender of a
majority of the outstanding shares excluding shares beneficially owned by
TSAC or its affiliates and Seymour Holtzman or any of Mr. Holtzman's
affiliates (the "majority of the minority condition"). The offer was also
subject to the tender of at least 90% of the issued and outstanding shares,
on a fully-diluted basis, however, immediately prior to the second extension,
TSAC waived the 90% requirement. On October 2, 2002, TSAC extended the offer
period through October 8, 2002, so that the Company's shareholders would have
additional time to tender or withdraw following TSAC's decision to waive the
90% requirement. If a sufficient number of previously tendered shares are
withdrawn prior to the October 8 deadline, then the majority of the minority
condition may not be satisfied. If all remaining conditions to the tender
offer are satisfied or waived and TSAC accepts for payment all shares
tendered as of October 8, 2002, after October 8, 2002 and through October 25,
2002, TSAC is expected to commence a subsequent offer period during which
time Little Switzerland stockholders who did not previously tender their
shares may tender such shares by following the directions in the Offer to
Purchase and related Letter of Transmittal filed with the SEC by TSAC and
Tiffany. The Company has filed with the SEC its response to the tender offer
on its Schedule 14D-9, as amended.

13. RELATED PARTY TRANSACTIONS

As discussed in Note 8, the Company maintains a credit facility with Tiffany
which allows the Company to borrow up to $2.5 million through April 30, 2006.
Interest expense on borrowings from Tiffany during the three months periods
ended August 24, 2002 and August 25, 2001 amounted to $31,628 and $49,991,
respectively. Additionally, the Company also purchased approximately $240,447
and $0 of merchandise from Tiffany during the three-month periods ended
August 24, 2002 and August 25, 2001, respectively.

On March 15, 2002, the Company entered into a consulting agreement with
Richard Sasso, a member of the Company's Board of Directors. In connection
with this agreement, Mr. Sasso is to receive the number of shares of the
Company's common stock equal to $5,000 divided by the average closing price
of the stock for the 20 trading days immediately preceeding March 15, 2002.
Additionally, following the commencement of the Company's fiscal year 2003,
and each anniversary thereafter, Mr. Sasso is to receive the number of shares
of common stock of the Company equal to $20,000 divided by the average
closing price of the stock for the 20 trading days immediately preceding the
fiscal year end date. The Company recorded $25,000 of selling, general and
administrative expense during the quarter ended August 24, 2002 in connection
with this agreement.

On October 15, 2001, the Company leased employee housing from the Pepper
Brothers Corporation of which Charles M. Pepper, an executive officer and
Senior Vice President of Operations of the Company, is a principal. During
the quarter ended August 24, 2002, the Company paid $4,200 in rent under the
terms of this lease which currently expires on October 14, 2002. On September
16, 2002, the Company renewed this lease for an additional one-year term and
is obligated to pay $20,100 through the end of this lease.

<Page>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This Quarterly Report contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and
Section 21E of the Securities Exchange Act of 1934, as amended. The words
"believe," "expect," "anticipate," "intend," "estimate" or similar
expressions, which are predictions of or indicate future events and trends
and which do not relate to historical matters, identify forward-looking
statements. Forward looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual results and
performance of the Company to differ materially from anticipated future
results and performance expressed or implied by such forward-looking
statements.

The future operating results and performance trends of the Company may be
affected by a number of factors, including but not limited to the Company's
ability to fund its working capital needs, the Company's relationship with
its existing lenders, the volume of tourism in the Company's markets, the
Company's relationships with its suppliers, the Company's ability to expand
and add new product lines, weather in the Company's markets, and economic
conditions that affect the buying patterns of the Company's core customer
base. In addition to the foregoing, the Company's actual future results could
differ materially from forward-looking statements as a result of the risk
factors set forth below and changes in general economic conditions and
interest and exchange rates.

RECENT EVENTS

On August 15, 2002, TSAC, Corp. ("TSAC"), an indirect wholly owned subsidiary
of Tiffany & Co., initiated a tender offer for all of the shares of Little
Switzerland, Inc. at a price of $2.40 per share. TSAC has twice extended its
offer and the current extension is due to expire at the close of business on
October 8, 2002. The offer is subject to, among other things, the tender of a
majority of the outstanding shares excluding shares beneficially owned by
TSAC or its affiliates and Seymour Holtzman or any of Mr. Holtzman's
affiliates (the "majority of the minority condition"). The offer was also
subject to the tender of at least 90% of the issued and outstanding shares,
on a fully-diluted basis, however, immediately prior to the second extension,
TSAC waived the 90% requirement. On October 2, 2002, TSAC extended the
offer period through October 8, 2002, so that the Company's shareholders
would have additional time to tender or withdraw following TSAC's decision to
waive the 90% requirement. If a sufficient number of previously tendered
shares are withdrawn prior to the October 8 deadline, then the majority of
the minority condition may not be satisfied. If all remaining conditions to
the tender offer are satisfied or waived and TSAC accepts for payment all
shares tendered as of October 8, 2002, after October 8, 2002 and through
October 25, 2002, TSAC is expected to commence a subsequent offer period
during which time Little Switzerland stockholders who did not previously
tender their shares may tender such shares by following the directions in the
Offer to Purchase and related Letter of Transmittal filed with the SEC by
TSAC and Tiffany. The Company has filed with the SEC its response to the
tender offer on its Schedule 14D-9, as amended.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED AUGUST 24, 2002

GENERAL

Little Switzerland, Inc. is a leading specialty retailer of brand name
watches, jewelry, crystal, china and accessories, operating 20 stores on five
Caribbean islands, Florida and Alaska. The Company's primary market consists
of vacationing tourists attracted by free-port pricing, duty-free allowances
and a wide variety of high quality merchandise.

In the first quarter, the Company incurred approximately $150,000 of
unexpected costs associated with the TSAC tender offer. These costs have been
expensed as part of SG&A in the accompanying financial statements for the
period ended August 24, 2002.

NET SALES

Net sales for the three-month period ended August 24, 2002 were $15.2
million, a 14.4% increase from net sales of $13.3 million for the
corresponding period last fiscal year. Net sales for comparable stores
increased approximately 9.2% for the quarter ended August 24, 2002 from the
corresponding last fiscal quarter.

Management considers the Company's first quarter sales performance to be very
encouraging in light of current economic conditions, however, sales results
fell slightly below management's expectations. Sales in the Aruba market fell
well below management's expectations as this market continues to suffer from
reduced traffic. This shortfall was partially offset by strong sales
increases in the Alaska market, which for the second consecutive year
generated solid results. Current year results also benefited from a larger
store this year in Ketchikan as a result of a relocation of this store in
March. This larger store is reflected in the comparable store sales results.

The Company continued to experience strong sales increases in its Barbados
location which opened the Company's first Tiffany boutique in December 2001.
Sales in this location increased 94% for the quarter and were positively
impacted by the addition of the Tiffany boutique as well as the introduction
of new premier product lines such as Cartier and Breitling in this market.
The substantial increase in sales in this market is also attributable to the
fact that prior to the decision to open a Tiffany boutique, this store was
primarily merchandised with aged inventory and the Company was considering
exiting this location. The Tiffany boutique opened in space that was used by
the Company prior to December 1999 to sell fragrances. In December 1999, the
Company sold its entire fragrance inventory and due to cash constraints was
not able to re-fixture and re-merchandise this space until the opening of the
Tiffany boutique two years later.

<Page>

GROSS PROFIT

Gross profit as a percentage of net sales was 45.2% for the three month
period ended August 24, 2002, compared to 45.6% for the corresponding period
last fiscal year. The Company was able to maintain a strong margin for the
quarter resulting from new product launches in Alaska, improved product
sourcing, and a continued focus on margin at the store level.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Selling, general and administrative expenses ("SG&A") for the three months
ended August 24, 2002 were $7.8 million or approximately 51.0% of net sales
compared to $7.4 million or approximately 55.5% of net sales for the
corresponding period last fiscal year. The current three month period
included approximately $150,000 of costs associated with the TSAC tender
offer. Excluding these costs, the Company's SG&A for the three months ended
August 24, 2002 were $7.6 million or approximately 50.0% of net sales.

Contributing to the decrease in SG&A expense as a percentage of net sales for
the three-month period ended August 24, 2002 was the reduction of occupancy
costs as a result of the closure of the Company's Gift Market location in St
Thomas, the Company's ability to keep corporate salaries fixed, improved
control of general expenses and improved productivity of the Alaska market.

INTEREST EXPENSE

Net interest expense for the three months ended August 24, 2002 was $238,000
compared to $131,000 for the corresponding quarter last fiscal year. The
increase in net interest expense reflects the increased levels of borrowings
and amortization of costs associated with the new Congress Financial
Corporation ("Congress") credit facility. Included in interest expense for
the quarters ended August 24, 2002 and August 25, 2001 is $46,235 and
$46,235, respectively, of amortization attributable to note payable discount.

NET LOSS

As a result of the above, the Company reported a net loss of $1.1 million for
the three months ended August 24, 2002 compared to a net loss of $1.6 million
for the corresponding period last fiscal year. The current year loss includes
approximately $150,000 of costs associated with the TSAC tender offer.
Excluding these costs, the Company's net loss for the three months ended
August 24, 2002 would have been $1.0 million. This reduced loss is a
significant improvement over the prior year, although the results did not
meet management's goals for the period.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity needs have been, and are expected to remain,
primarily a function of its seasonal working capital requirements and capital
expenditure needs, which have increased due to the Company's expansion
strategy. Management believes that the Company's financial condition at
August 24, 2002 provides sufficient resources to support its current business
activities but, it will not provide the needed funds for future expansion.
Management believes this future expansion is a critical component if the
Company is to operate profitably.

The Company has incurred both operating losses and negative cash flows from
operations amounting to $4.5 million and $5.5 million for fiscal 2002, and
$7.6 million and $6.6 million in fiscal 2001, and $15.5 million and $3.8
million in fiscal 2000, respectively. As of May 25, 2002 and May 26, 2001,
the Company had an accumulated deficit of $8.1 million and $3.6 million,
respectively. Although the Company continues to reduce its net loss, the
continuing operating losses increases the Company's reliance on its borrowing
facility.

The Company used cash in operating activities of $1.5 million in the first
quarter ended August 24, 2002, compared to $0.9 million in the prior
corresponding quarter. The outflow of cash in the first quarter resulted from
increased payments to vendors for goods purchased for Alaska attributable to
additional stores and further expansion in the Alaska market.

Inventories at August 24, 2002, decreased slightly compared to the prior
year, despite the addition of two new stores in Key West, an expanded hotel
store in Aruba, a new Tiffany Boutique in Barbados, a new Lalique boutique in
St. Thomas, and an expanded store location in Ketchikan, Alaska. Currently,
the Company's primary needs for working capital are to support its inventory
requirements, which with the expansion in Alaska and Key West, remain more
constant during the year. In addition, a significant investment in inventory
is required at all times in order to meet the demands of customers who, as
tourists, require immediate delivery of purchased goods. Management expects
that inventory levels will continue to remain constant throughout fiscal
2003, due to the transfer of inventory from Alaska, when its season ends in
the fall, to the Caribbean which at that time is beginning to build its
inventory for the start of the winter season.

<Page>

The terms of the Congress facility include customary covenants and events of
default. The Congress facility contains a number of covenants that restrict
the operations of the Company, including restrictions on, among other things,
certain mergers, acquisitions or sales of the Company's assets; cash
dividends and other distributions to equity holders; transactions with
affiliates; and the incurrence of indebtedness and granting of liens.
Further, the Company is required to maintain during a specified period, a
minimum net worth the amount of which is determined depending upon the
Company's borrowing availability under the facility during such period. The
terms of the facility also provide for customary events of default relating
to, among other things, payment default, non-compliance with covenants,
including the net worth covenant, breach of representations or warranties,
material judgments against the Company and bankruptcy. If an event of default
occurs, Congress may terminate its lending commitments to the Company and
declare the Company's outstanding indebtedness under the credit facility
immediately due and payable, together with accrued but unpaid interest and
fees.

This facility replaces the Company's previous credit arrangement with Chase
which allowed the Company to borrow up to $3.75 million, through June 1, 2002
with an option to extend the facility through November 30, 2002, subject to
certain conditions, at an interest rate of 3% per annum above LIBOR. In
addition, the Company issued to Chase a warrant to purchase the number of
shares of common stock equal to 0.31% of the shares of common stock
outstanding (on a fully-diluted basis) on the date of exercise for an
aggregate purchase price of $50,000. These warrants were exercised in
September 2002 in connection with the TSAC tender offer (see Note 12 of the
accompanying Notes to Consolidated Financial Statements).

In May 2001, all the Company's then current collateralized indebtedness was
refinanced with the proceeds from the transaction with Tiffany which resulted
in the Company receiving approximately $8.7 million in equity, net of
associated expenses, and a $2.5 million revolving credit facility from
Tiffany (collectively, the "Tiffany Transaction") due on or before April 30,
2006. As a result of the Tiffany Transaction, the Company was also able to
negotiate a new revolving credit facility with Chase, which was subsequently
replaced with the credit facility from Congress. As of August 24, 2002 and
May 25, 2002, the Company had utilized $2.5 million of the Tiffany credit
facility.

In addition to the above credit facilities, in November 2000, the Company
completed certain transactions with Almod, which resulted in the Company
receiving $2.0 million of proceeds from the issuance of a $2.0 million
non[cad 220]interest bearing loan, collateralized by the Company's Barbados
inventory. A balloon payment is due on December 31, 2003. If the Company is
unable to repay such debt by the due date, Almod will have the right to
convert its preferred shares and/or its Class B Common Shares in WGI into
Class A stock of WGI at a rate of one for one, or purchase all or some Class
A Common Shares, at a price of $1 per share. Interest on the note payable has
been imputed at an interest rate of 11.5%, which is a rate commensurate with
the Company's then current borrowings, and resulted in $570,000 of original
discount.

Capital expenditures were approximately $0.2 million for the three months
ended August 24, 2002, compared to $0.5 million for the corresponding period
last year.

NEW ACCOUNTING PRONOUNCEMENTS

SEASONALITY

The Company's business is seasonal in nature, reflecting travel patterns to
the Caribbean and Alaska. The peak selling season in the Caribbean runs from
late Fall through Spring; and the peak selling season for Alaska runs from
Spring through Summer. The third quarter of the Company's fiscal year
typically represents a proportionally greater percentage of annual sales and
cash flow. Management expects such seasonality to continue.

RISK FACTORS

You should carefully consider the risks described below and other information
in this report. The Company's business, financial condition and operating
results could be materially adversely affected if any of these risks
materialize. The trading price of the Company's common stock may also decline
due to any of these risks.

<Page>

THE COMPANY HAS INCURRED SUBSTANTIAL OPERATING LOSSES IN RECENT FISCAL YEARS

The Company has incurred substantial operating losses in its recent fiscal
years. For the fiscal years ended May 25, 2002, May 26, 2001 and May 27,
2000, the Company's net losses were $4.5 million, $7.6 million and $15.5
million, respectively. If the Company is unable to generate sufficient
revenue from operations to cover its costs, its business, financial condition
and results of operations will be materially and adversely affected.

IF SALES FORECASTS ARE NOT MET THE COMPANY MAY NEED TO IMPLEMENT A
CONTINGENCY PLAN

The Company's current operating plan is based on certain forecasts made by
management regarding sales and other operating components. If the Company's
actual sales fall substantially below what is forecast due to economic
conditions, future terrorist attacks, weather in the Company's markets or
other events beyond the Company's control, the Company may need to implement
a contingency plan that would include measures to preserve and improve the
Company's cash flow such as inventory liquidations and other cost control
measures.

SHORT-TERM RISK OF DISRUPTION IN TOURISM

Due to the events of September 11, 2001 and widespread concern about
continuing terrorist acts directed against the United States and foreign
citizens, transportation facilities and assets, a substantial risk exists
that lower numbers of tourist will be willing to fly or travel on cruise
ships during the upcoming tourist seasons. This has impacted the Company's
sales performance and profitability for the year ended May 25, 2002. It is
likely that this trend will continue at least through October 2002.

THERE MAY BE LIMITED LIQUIDITY IN THE COMPANY'S COMMON STOCK AND ITS PRICE
MAY BE SUBJECT TO FLUCTUATION

The Company's common stock is currently traded on the OTC Bulletin Board. The
Company can provide no assurance that it will be able to have its common
stock listed on an exchange or quoted on Nasdaq or that it will continue to
be traded on the OTC Bulletin Board. The trading volume in the Company's
common stock has historically been low. Accordingly, investments in the
Company's common stock may not be liquid, and investors in the Company's
common stock must be prepared to bear the economic risks of such investment
for an indefinite period of time.

THE COMPANY'S BUSINESS DEPENDS ON TOURISM

The Company's revenues depend upon tourism in the Caribbean, Alaska and
Florida. During periods of economic slowdown, armed conflict or actions by
terrorists, fewer tourists may travel to these destinations and, those who
do, may make fewer purchases of luxury items. Tourist travel to these
destinations depends upon the development of cruise ship, airline and hotel
operations, the continued attractiveness of the Caribbean, Alaska and Florida
compared to other leisure travel destinations and the efforts of local
governments to promote tourism. Other factors such as poor weather, airline
strikes, political and economic instability in the Caribbean and the
availability of duty-free shopping could also affect tourism.

THE COMPANY DEPENDS ON ITS RELATIONSHIPS WITH ITS SUPPLIERS

The Company's relationships with its merchandise suppliers are an important
factor in its business and have allowed the Company to become the exclusive
retailer of certain brands of merchandise in its Caribbean, Alaskan and
Florida markets. However, the Company does not have binding written
agreements with most of its suppliers, so it can provide no assurance that it
will remain the exclusive retailer for certain brands or that it will not
lose the right to market certain brands altogether.

THE COMPANY NEEDS TO EXPAND TO GROW ITS BUSINESS

The growth of the Company's business depends in part on the addition of new
stores, expansion into other Caribbean islands where the Company does not
have stores and the expansion of existing stores and product lines. The
Company's ability to expand depends upon many factors, including the
availability of financing, the development of tourist facilities in proposed
locations, its ability to find suitable retail space, staffing, regulatory
restrictions and establishing suppliers.

COMPETITION MAY ADVERSELY AFFECT THE COMPANY'S BUSINESS

Competition for tourist dollars is intense. The Company's ability to attract
customers depends in large part on the location and appearance of its stores,
its selection of products and pricing. The Company also competes with stores
selling similar products in the United States or in other markets from which
tourists have traveled.

THE COMPANY MAY NEED ADDITIONAL FINANCING

The Company may need additional capital to finance its growth and working
capital needs. The Company can provide no assurance that it will obtain
additional financing sufficient to meet its needs on commercially reasonable
terms or otherwise.

<Page>

THE COMPANY'S SUCCESS DEPENDS ON KEY PERSONNEL

The Company's success is dependent upon the efforts of its senior management.
Competition for qualified personnel in the retailing industry is intense, and
the Company can provide no assurance that it will be able to retain existing
personnel or attract and retain additional qualified personnel necessary to
manage its business.

STOCKHOLDERS ARE UNLIKELY TO RECEIVE DIVIDENDS FOR THE
FORESEEABLE FUTURE

The Company has not paid dividends on its common stock and the Company
believes it is highly unlikely that it will pay dividends in the near future.
This means that the potential for gain from ownership of the Company's common
stock depends on appreciation in its value.

CERTAIN PROVISIONS OF DELAWARE LAW MAY AFFECT THE PRICE OF THE COMPANY'S
COMMON STOCK

The Company is incorporated in the State of Delaware. Certain provisions of
Delaware law applicable to the Company, including Section 203 of the Delaware
General Corporation Law, could have the effect of delaying, deterring or
preventing a change of control in the Company and may discourage bids for the
Company's common stock at a premium over the market price of the Company's
common stock. As a result, the price of the Company's common stock may be
adversely affected.

SEC RULES CONCERNING SALES OF LOW-PRICED SECURITIES MAY HINDER
RE-SALES OF THE COMPANY'S COMMON STOCK

Because the Company's common stock has a market price that is less than five
dollars per share, it is not listed on an exchange or quoted on Nasdaq and is
traded on the OTC Bulletin Board, brokers and dealers who handle trades in
the Company's common stock are subject to certain SEC disclosure rules when
effecting trades in the Company's common stock, including disclosure of the
following: the bid and offer prices of the Company's common stock, the
compensation of the brokerage firm and the salesperson handling a trade and
legal remedies available to the buyer. These requirements may hinder re-sales
of the Company's common stock and may adversely affect its market price.

If any circumstances giving rise to the above risks actually occur, there
could be a material and adverse effect on the Company's business, financial
condition and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company's credit facilities have variable interest rates which fluctuate
with established market rates. The Company does not believe that such
fluctuations will have a material adverse effect on the Company's operations.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Incorporated by reference from Note 10 of the Notes to Consolidated Financial
Statements included in Part I of this report.

ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.

(a) Exhibits:

The index to exhibits appears on the page immediately following the signature
page of this report.

(b) Reports on Form 8-K during the quarter ended August 24, 2002:

None.

<Page>

SIGNATURE

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 thereunto duly authorized.

LITTLE SWITZERLAND, INC.

Date: October 8, 2002 By: /s/ Patrick J. Hopper
-------------------------
Patrick J. Hopper
Chief Financial Officer,
Executive Vice President and Treasurer
Authorized Officer and Principal
Financial and Accounting Officer

I, Robert L. Baumgardner, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Little
Switzerland, Inc. (the "Registrant");

2. Based on my knowledge, this quarterly report does not contain any
untrue statements of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented
in this report.

/s/ Robert L. Baumgardner
-------------------------
Chief Executive Officer and President

October 8, 2002

I, Patrick J. Hopper, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Little
Switzerland, Inc. (the "Registrant");

2. Based on my knowledge, this quarterly report does not contain
any untrue statements of a material fact or omit to state a
material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

/s/ Patrick J. Hopper
------------------------
Chief Financial Officer

October 8, 2002

EXPLANATORY NOTE REGARDING CERTIFICATIONS: Representations 4, 5 and 6 of the
required certification as set forth in Form 10-Q have been omitted, consistent
with the Transition Provisions of SEC Exchange Act Release No. 34-46427,
because this Quarterly report of Form 10-Q covers a period ending before the
Effective Date of such Release.

<Page>

INDEX OF EXHIBITS

Exhibit
Number Exhibit

(3) Articles of Incorporation and By-Laws

3.1 The Second Amended and Restated Certificate of
Incorporation of the
Company. (1)

3.2 The Third Amended and Restated By-Laws of the Company. (1)

(10) Material Contracts

10.1 The Little Switzerland, Inc. 1991 Stock Option Plan. (2)

10.2 The Little Switzerland, Inc. 1992 Employee Stock Purchase
Plan. (3)

10.3 The Little Switzerland, Inc. 1992 Non-Employee Directors'
Nonqualified Stock Option Plan. (4)

10.4 The Little Switzerland, Inc. 2002 Employee Stock Purchase
Plan. (1)

10.5 Stock Purchase Agreement, dated as of May 1, 2001, between
Tiffany & Co. International and the Company. (5)

10.6 Stockholder Agreement, dated as of May 1, 2001, between
Tiffany & Co. International, Jewelcor Management, Inc.,
Seymour Holtzman and the Company. (5)

10.7 Registration Rights Agreement, dated as of May 1, 2001,
between Tiffany & Co. International and the Company. (5)

10.8 Investor's Rights Agreement, dated as of May 1, 2001,
between Jewelcor Management, Inc. and the Company. (6)

10.9 Loan Agreement, dated as of May 1, 2001, among L.S.
Wholesale, Inc., the Company, and Tiffany and Co. (6)

10.10 Loan Agreement, dated as of May 1, 2001, among L.S.
Holding (USA), Inc., the Company, L.S. Wholesale, Inc.,
and Tiffany and Co. (6)

10.11 Loan Agreement, dated as of May 1, 2001, among L.S.
Holding, Inc., the Company, L.S. Wholesale, Inc. and
Tiffany and Co. (6)

10.12 Security, Pledge and Guaranty Agreement, dated as of
May 1, 2001, among L.S. Wholesale, Inc., the Company
and Tiffany and Co. (6)

10.13 Security, Pledge and Guaranty Agreement, dated as of
May 1, 2001, among L.S. Holding (USA), Inc., the Company,
L.S. Wholesale, Inc. and Tiffany and Co. (6)

10.14 Security, Pledge and Guaranty Agreement, dated as of
May 1, 2001, among L.S. Holding, Inc., the Company, L.S.
Wholesale, Inc. and Tiffany and Co. (6)

10.15 Employment Agreement, dated as of May 28, 2002, between
Robert L. Baumgardner and the Company.

10.16 Employment Agreement, dated as of August 17, 1999, between
Patrick J. Hopper and the Company (the "Hopper Agreement"). (7)

10.17 Amendment No. 1 to the Hopper Agreement, dated as of
January 15, 2001. (8)

10.18 The Little Switzerland, Inc. 2000 Stock Option Plan. (8)

10.20 Loan and Security Agreement, dated March 22, 2002, by and
among L.S. Holding, Inc., L.S. Holding (Florida), Inc.,
L.S. Wholesale, Inc., the Company and Congress Financial
Corporation (Florida). (1)

10.21 Term Promissory Note, dated March 22, 2002, issued by L.S.
Holding, Inc. to Congress Financial Corporation (Florida). (1)

10.22 Pledge and Security Agreement, dated March 22, 2002, by
the Company to and in favor of Congress Financial
Corporation (Florida). (1)

10.23 Pledge and Security Agreement, dated March 22, 2002, by
L.S. Holding, Inc. to and in favor of Congress Financial
Corporation (Florida). (1)

10.24 Guarantee, dated March 22, 2002, by the Company in favor
of Congress Financial Corporation (Florida). (1)

10.25 Guarantee, dated March 22, 2002, by L.S. Wholesale, Inc.
and L.S. Holding (Florida) Inc. in favor of Congress Financial
Corporation (Florida).(1)

16.1 Letter dated May 31, 2001 from Arthur Andersen LLP
addressed to the Commission. (9)

</Table>

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(1) Filed as an exhibit to the Company's Annual Report on Form 10-K, filed
with the Commission on August 26, 2002 and hereby incorporated by reference
thereto.

(2) Filed as an exhibit to Amendment No. 1 to the Company's Registration
Statement on Form S-1, Registration No. 33-40907, filed with the Commission
on July 10, 1992 and hereby incorporated by reference thereto.

(3) Filed as an exhibit to the Company's Annual Report on Form 10-K, filed
with the Commission on May 29, 1992 and hereby incorporated by reference
thereto.

(4) Filed as an exhibit to the Company's Annual Report on 10-K, filed with
the Commission on May 26, 1993 and hereby incorporated by reference thereto.

(5) Filed as an exhibit to Tiffany & Co.'s Schedule 13D, filed with the
Commission on May 10, 2001 and hereby incorporated by reference thereto.

(6) Filed as an exhibit to the Company's Current Report on Form 8-K, filed
with the Commission on May 30, 2001 and hereby incorporated by reference
thereto.

(7) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended May 29, 1999, filed with the Commission on September 17,
1999 and hereby incorporated by reference thereto.

(8) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q, filed
with the Commission on April 10, 2001 and hereby incorporated by reference
thereto.

(9) Filed as an exhibit to the Company's Current Report on Form 8-K, filed
with the Commission on June 1, 2001 and hereby incorporated by reference
thereto.