EXHIBIT 99.C


    CAUTIONARY STATEMENTS RELATING TO FORWARD-LOOKING INFORMATION.

    The Company and its representatives may, from time to time, make written or
    verbal forward-looking statements.  Those statements relate to
    developments, results, conditions or other events the Company expects or
    anticipates will occur in the future.  Without limiting the foregoing,
    those statements may relate to future revenues, earnings, store openings,
    market conditions and the competitive environment.  Forward-looking
    statements are based on management's then current views and assumptions
    and, as a result, are subject to certain risks and uncertainties that could
    cause actual results to differ materially from those projected.

    Any such forward-looking statements are qualified by the following which
    contain certain of the important factors that could cause actual results to
    differ materially from those predicted by the forward-looking statements:

    COMPETITIVE PRESSURES
    The retail business is highly competitive.  Each of our operations competes
    for customers, employees, locations, products, services and other important
    aspects of their businesses with many other local, regional and national
    retailers.  Those  competitors, some of which have a greater market
    presence than the Company,  include traditional and off-price store-based
    retailers, direct mail businesses, entertainment and travel providers and
    other forms of retail commerce.  Unanticipated changes in the pricing and
    other practices of those competitors may impact our expected results.

    CONSUMER TRENDS
    It is difficult to predict what merchandise consumers will demand,
    particularly merchandise that is trend driven.  A substantial part of our
    business is dependent on our ability to make trend right decisions for a
    wide variety of goods and services.  Failure to accurately predict
    constantly changing consumer tastes, preferences, spending patterns and
    other lifestyle decisions could adversely affect short  term results and
    long term relationships with our guests.

    CREDIT OPERATIONS
    The Company's credit operations facilitate sales in our stores and generate
    additional revenue from fees related to extending credit.  Our ability to
    extend credit to our guests depends on many factors including compliance
    with federal and state banking and consumer protection laws, any of which
    may change from time to time.  In addition, changes in credit card use,
    payment patterns and default rates may result from a variety of economic,
    legal, social and other factors that we




    cannot control or predict with certainty.  Changes that adversely impact
    our ability to extend credit and collect payments could negatively affect
    our results.

    GENERAL ECONOMIC CONDITIONS
    General economic factors that are beyond our control impact the Company's
    forecasts and actual performance.  These factors include interest rates,
    recession, inflation, deflation, consumer credit availability, consumer
    debt levels, tax rates and policy, unemployment trends and other matters
    that influence consumer confidence and spending.  Increasing volatility in
    financial markets may cause these factors to change with a greater degree
    of frequency and magnitude.

    LABOR CONDITIONS
    The Company's performance is dependent on attracting and retaining a large
    and growing number of quality team members.  Many of those team members are
    in entry level or part time positions with historically high rates of
    turnover.  Our ability to meet our labor needs while controlling our costs
    is subject to external factors such as unemployment levels, minimum wage
    legislation and changing demographics.

    PRODUCT SOURCING
    The products we sell are sourced from a wide variety of domestic and
    international vendors.  All of our vendors must comply with applicable laws
    and our required standards of conduct.  Our ability to find qualified
    vendors and access products in a timely and efficient manner is a
    significant challenge which is typically even more difficult with respect
    to goods sourced outside the United States.  Trade restrictions, tariffs,
    currency exchange rates, transport capacity and costs and other factors
    significant to this trade are beyond our control and could impact our
    business.

    OTHER FACTORS
    Other factors that could cause actual results to differ materially from 
    those predicted include:  weather, changes in the availability or cost of 
    capital, the availability of  suitable new store locations on acceptable 
    terms, the inability to achieve year 2000 readiness in a timely and 
    cost-effective manner, shifts in the seasonality of shopping patterns, 
    labor strikes or other work interruptions, the impact of excess retail 
    capacity in our markets, material acquisitions or dispositions, the 
    success or failure of significant new business ventures, adverse results 
    in material litigation, natural disasters, the outbreak of war or other 
    significant national or international events.

    The foregoing list of important factors is not exclusive and the Company
    does not undertake to revise any forward-looking statement to reflect
    events or circumstances that occur after the date the statement is made.