Just for Feet Inc.

COMPANY BACKGROUND^[2] 

Just For Feet (also ‘the company’) is the leading operator of "category killer" large format superstores specializing in brand-name athletic and outdoor footwear and apparel. The company, which began with a single mall-based store in 1977, opened its first superstore in 1988 and since that time has focused on developing and refining its superstore concept.  As of January 30, 1999, there were 132 Just For Feet superstores operating in 27 states and Puerto Rico, including 12 superstores operated by Just For Feet's only superstore franchisee.  In July 1998, the Company significantly accelerated its superstore expansion strategy in the Northeast and Mid-Atlantic states by acquiring Sneaker Stadium, an operator of 39 athletic footwear and apparel superstores. As of January 30, 1999, the company had completed the conversion of 21 acquired superstores to the Just For Feet superstore format, closed one former Sneaker Stadium superstore and scheduled to complete the conversion of 13 additional acquired superstores by the end of the first quarter of the fiscal year.

In 1997, the company entered the smaller format specialty store market of the athletic and outdoor footwear and apparel industry with the acquisitions of Athletic Attic and Imperial Sports, each a privately owned athletic and outdoor footwear and apparel retailer. As of January 30, 1999, there were 141 Company-owned and 42 franchised specialty stores in 21 states and Puerto Rico.  These stores are primarily located in shopping malls.

  The company tries to distinguish superstores by focusing on the following core strengths:

1.  The company seeks to offer a larger selection of brand-name athletic and outdoor footwear in terms of styles, sizes and price points than any of its competitors. The prototype 15,000 to 20,000 square foot Just For Feet superstore has approximately three to four times the selling space of leading mall-based specialty athletic footwear retailers. This large store format enables each Just For Feet superstore to offer a dominant selection of name-brand athletic and outdoor footwear. Just For Feet superstores carry approximately 2,500 to 4,500 styles of athletic and outdoor footwear as compared to an estimated 200 to 700 styles typically offered by conventional mall-based athletic footwear retailers, department stores and sporting goods superstores. Just For Feet carries most of the leading athletic and outdoor footwear brands including Nike, Reebok, New Balance, Adidas, Fila, K-Swiss, Asics, Converse, Timberland and Rockport. Just For Feet seeks to offer virtually all styles in the brands it carries. The company's superstores sell shoes for almost every sport and recreational activity, including: