FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(Mark One)

or

Commission File No.: 1-8739

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
(Exact Name of Registrant as specified in its charter)

State or other jurisdiction: Delaware

I.R.S. Employer incorporation or
organization Identification No.: 22-1970303

1830 Route 130, Burlington, New Jersey               08016    
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number,
including area code:          (609) 387-7800

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:     Common Stock, $1.00 par value per share

Name of each exchange
on which registered:     New York Stock Exchange

Securities Registered pursuant to Section 12(g) of the Act:

Title of Class:     None

Page 1 of 61

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that 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___.

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     [X]

As of July 31, 2001, the number of shares of Common Stock, $1.00 par value, outstanding was 44,406,002.

The documents incorporated by reference into this Form 10K:

Registrant's Proxy Statement to be filed pursuant to
Regulation 14A.

The Part of the Form 10-K into which the document is incorporated:

Page 2 of 61

PART I

Item 1. Business

     Burlington Coat Factory Warehouse Corporation and its subsidiaries (the "Company" or "Burlington Coat") operate, through its Burlington Coat Factory division, a chain of department stores which offer a broad range of moderate to higher priced, current brand name merchandise for men, women and children at prices substantially below traditional full retail prices generally charged by other department and specialty stores. Burlington Coat offers customers a complete line of men's, women's and children's wear and accessories (such as handbags, belts, perfume, watches, etc.) as well as a linens (linens, bath shop items, gifts and luggage) department in two hundred forty-six of its stores, a children's furniture department in two hundred thirty-six of its stores, and a shoe department in two hundred sixty-eight of its stores. The Company's policy of buying significant quantities of merchandise throughout the year, maintaining inventory control and using a "no-f rills" merchandising approach, allows it to offer merchandise at prices below traditional full retail prices. Merchandise is displayed on easy access racks, and sales assistance generally is available. Clothing alteration services are available on a limited basis in many stores for an additional charge.

     Burlington Coat's practice of purchasing outerwear early in each fashion season and of reordering in rapid response to sales has enabled it to maintain a large, current and varied selection of outerwear throughout each year. Although the Company believes that this practice helps attract customers to its stores, to the extent the Company maintains a relatively large volume of merchandise, particularly outerwear, the risks related to style changes, weather and other seasonal factors, and economic conditions are necessarily greater than if the Company maintained smaller inventories.

     An important factor in Burlington Coat's operations has been its continued ability to purchase desirable, first-quality current brand labeled merchandise directly from manufacturers on terms at least as favorable as those offered by other department and specialty stores. The Company estimates that over 1,000 manufacturers of apparel, including over 300 manufacturers of outerwear, are represented at the Company's stores, and that no manufacturer accounted for more than 5% of the Company's purchases during the last full fiscal year. The Company does not maintain any long term or exclusive commitments or arrangements to purchase from any manufacturer. No assurance can be given that the Company will be able to continue to purchase such merchandise directly from

Page 3 of 61

     The Company sells its merchandise to retail customers for cash and accepts checks and most major credit cards. The Company's "Cohoes" division also offers its own credit card. In addition, the Company maintains a layaway plan and offers special orders on selected merchandise. It does not offer refunds, except on furs, defective merchandise and certain sales from specialty retail operations, but will exchange merchandise or give store merchandise exchange slips for merchandise returned within a prescribed period of time.

     The Company advertises primarily on television and, to a lesser extent, in regional and local newspapers and radio. During the past three fiscal years, advertising expenditures have averaged approximately 2.5% of total revenues.

     The Company has two major product categories, apparel and home products. The apparel category includes departments offering all clothing items for men, women and children and apparel accessories such as shoes, jewelry, perfumes and watches. The home products category includes departments offering linens, home furnishings, gifts, baby furniture and baby furnishings. Net revenues from the sale of apparel products for fiscal years 2001, 2000 and 1999 were $1.9 billion, $1.7 billion and $1.5 billion, respectively. Net revenues from the sale of home products for fiscal years 2001, 2000 and 1999 were $0.5 billion, $0.5 billion and $0.4 billion, respectively.

     As of July 31, 2001, the Company operated two hundred ninety-four department stores, all but twenty-one of which are located in leased facilities ranging in size (including storage space) from approximately 16,000 to approximately 163,000 square feet, with an average area of approximately 74,000 square feet. Total store gross square footage increased to 21,760,000 square feet, an increase of 7.3% over a year ago. Selling space accounts for over seventy percent of the total area in most stores.

     All of the Company's department stores are either free-standing or are located in shopping malls, strip shopping centers or other commercial complexes. The Company believes that its customers are attracted to its stores principally by the availability of a large assortment of first-quality current brand name merchandise at attractive prices.

Page 4 of 61

     The Company also operates stores under the names "Cohoes Fashions," "Decelle," and "Luxury Linens." Cohoes Fashions offers merchandise in the middle to higher price range. Decelle offers merchandise in the moderate price range for the entire family with an emphasis on children's and youth wear. Luxury Linens is a specialty store for linens, bath shop items, gifts and accessories and offers merchandise in the middle to higher range. The Company also operates one stand-alone store under the name "Totally 4 Kids" and one stand-alone store under the name "Baby Depot."

     The stores generally are located in close proximity to population centers, other department stores and other retail operations and are usually established near a major highway or thoroughfare, making them easily accessible by automobile. It is likely that the Company would be adversely affected by any conditions which were to result in the reduction of automobile use.

     The Company owns substantially all the equipment used in its stores and believes that its selling space is well utilized and that its equipment is well maintained and suitable for its requirements.

     Some stores contain departments licensed by unaffiliated parties for the sale of items such as lingerie, fragrances and jewelry. During the fiscal year ended June 2, 2001, the Company's rental income from all of its licensed departments aggregated less than 1% of the Company's total revenues.

     Central distribution, warehousing, ticketing and marking services are extended to approximately fifty-seven percent of the dollar volume of the Company's merchandise through its office and warehouse/distribution facility in Burlington, New Jersey. This facility services the Company's present stores. The Company is leasing two additional warehouse facilities of approximately

Page 5 of 61

165,000 square feet and 300,000 square feet, respectively, near its existing warehouse distribution center for the purpose of warehousing and distributing its juvenile furniture and furnishings inventory and other items.

     Statements made in this report that are forward-looking (within the meaning of the Private Securities Litigation Reform Act of 1995) are not historical facts and involve a number of risks and uncertainties. Such statements include but are not limited to, proposed store openings and closings, proposed capital expenditures, projected financing requirements, proposed developmental projects, projected sales and earnings, and the Company's ability to maintain selling margins. Among the factors that could cause actual results to differ materially are the following: general economic conditions; consumer demand; consumer preferences; weather patterns; competitive factors, including pricing and promotional activities of major competitors; the availability of desirable store locations on suitable terms; the availability, selection and purchasing of attractive merchandise on favorable terms; import risks; the Company's ability to control costs and expenses; unfore seen computer related problems; any unforeseen material loss or casualty; the effect of inflation; and other factors that may be described in the Company's filings with the Securities and Exchange Commission. The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied will not be realized.

     Since 1972 when its first store was opened in Burlington, New Jersey, the Company has expanded to two hundred seventy-six Burlington Coat Factory department stores, five Cohoes Fashions stores, seven Decelle stores and four stand-alone Luxury Linens stores as of July 31, 2001. The Company also operates one stand-alone Totally 4 Kids store and one stand-alone Baby Depot.

     At July 31, 2001 the Company operated stores in 42 states and is exploring expansion opportunities both within its current market areas and in other regions. For fiscal 2002, the Company plans to open approximately twenty additional Burlington Coat Factory department stores and one specialty shoe store in East Meadows, New York that will sell designer and fashion shoes.*

Page 6 of 61

     The Company also has planned store expansions and remodelings for approximately thirteen stores.* In addition, the Company has plans to relocate approximately nine of its stores to new locations within the same trading market.* The Company continues to monitor store profitability and should economic factors change, some store closings could be possible.

     During the fiscal year, the Company began operating its fine jewelry department through a third party lease concessionaire. Under the leased department arrangement, the Company leases space to the vendor who remits back to the Company a specified percentage of sales. As a result of the new arrangement, the offering of fine jewelry has been expanded to seventeen stores.

     In fiscal 1997, the Company began to operate its own shoe department. At July 31, 2001 the Company operated this department in approximately two hundred sixty-eight Burlington Coat Factory stores. The shoe department offers a full line of men's, women's and children's shoes in many brands and styles. During fiscal 2002 the Company plans to open its first specialty shoe store in East Meadow, New York, offering designer and fashion shoes.

     On March 1, 2000, the Company launched its national baby registry. This electronic registry links all two hundred thirty-six of the Company's Baby Depot departments. Expecting parents can register for the items they need at a nearby Baby Depot department, and friends and relatives can then review and purchase items on the registry at any Baby Depot department. The Company offers

Page 7 of 61

registered parents the opportunity to receive a gift certificate equal to five percent of qualified registered purchases.

     During fiscal 2000, the Company entered into an agreement with Christopher Lowell, the Emmy Award winning host of a home decorating and design show aired on the Discovery Channel, for the creation of an exclusive line of home furnishings and accessories. The Christopher Lowell Collection is presented as a concept shop within the Company's existing linens and gift area. The shop features Christopher Lowell's line of home furnishings including bedding, window treatments, bath accessories, picture frames and a paint line. As of the end of fiscal 2001, the Christopher Lowell Collection was offered in 246 of the Company's stores.

     The Company offers merchandise for sale through its internet subsidiary, Burlington Coat Factory Direct Corporation, on the worldwide web (www.bcfdirect.com). The site features over 6,000 items, shopping cart functionality, item search capability and a secure on-line payment processing system. An order management system allows for vendor direct and warehouse fulfillment of orders. The site features a store locator which allows Customers to enter a zip code and locate the five nearest stores and to receive driving directions to any store. Web site product data is tied to the Company's inventory systems for maintenance of prices and item availability. The Company plans to expand the merchandise mix offered through its web site, to upgrade its internet marketing and promotional capabilities, to further develop and automate its fulfillment and customer service systems and to integrate its store-based gift registry with its web site; however, no assurance can be given that this venture will be successful.*

     The Company seeks to maintain its competitive position and improve its prospects by periodically reevaluating its methods of operation, including its pricing and inventory policies, the format of its stores and its ownership or leasing of stores.

     The Company's business is seasonal, with its highest sales occurring in the months of September, October, November, December and January of each year. For the past five fiscal years, approximately 54% of the Company's net sales have occurred during the period from September through January. Weather, however,

Page 8 of 61

     Each store has a manager and one or more assistant managers, as well as department managers. The Company also employs regional and district managers to supervise overall store operating and merchandising policies. Major merchandising decisions are made, overall policies are set, and accounting and general financial functions for the Company's stores are conducted, at corporate headquarters. In addition, other operations such as real estate, store operations, loss prevention, merchandise presentation, customer service, and human resources, are managed on a Company-wide basis.

     At July 31, 2001, the Company had approximately 22,000 employees, including a large number of part-time and seasonal employees which varies throughout the year. Of the Company's employees, only those employed at one of its stores are covered by a collective bargaining agreement. The Company cannot predict whether any future attempts to unionize its employees will be successful. The Company believes that its relationship with its employees has been and remains satisfactory.

     General. The retail business is highly competitive. Competitors include other department stores as well as individual, regional, and national "off-price" retailers and discount store chains. At various times throughout the year, traditional full-price department store chains and specialty shops offer brand name merchandise at substantial markdowns, which can result in prices approximating those offered by the Company at its Burlington Coat Factory department stores. Some of the Company's competitors

Page 9 of 61

are considerably larger than the Company and have substantially greater financial and other resources.

     Resale Price Maintenance. Since it is the general policy of the Company to sell at lower than the traditional full retail price, its business may be adversely affected by manufacturers who attempt to maintain the resale price of their merchandise by refusing to sell or grant advertising allowances to purchasers who do not adhere to their suggested retail prices. Federal legislation and regulations have been proposed from time to time which, if enacted, would be helpful to manufacturers attempting to establish minimum prices or withhold allowances. In addition, the rules against resale price maintenance have been subject to challenge in the courts from time to time.

     The Company has, on several occasions in the past, brought lawsuits against certain manufacturers and department store chains and complained to the Federal Trade Commission seeking more vigorous enforcement of existing Federal laws, as well as testified before Congress in connection with proposed legislation concerning the Federal antitrust laws.

Item 2. Properties

     The Company owns the land and building for thirty-two of its stores, including eight properties acquired in June of 2001 and scheduled to open during fiscal 2002. Generally, however, the Company's policy has been to lease its stores. Store leases generally provide for fixed monthly rental payments, plus the payment, in most cases, of real estate taxes and other charges with escalation clauses. In many locations, the Company's store leases contain formulas providing for the payment of additional rent based on sales.

Page 10 of 61

     The following table shows the years in which store leases existing at July 31, 2001 expire:

     The Company owns five buildings in Burlington, New Jersey. Of these buildings, two are used by the Company as retail space. In addition, the Company owns approximately 97 acres of land in the Townships of Burlington and Florence, New Jersey on which the Company has constructed its office and warehouse/distribution facility. The Company leases two warehouse facilities of approximately 165,000 square feet and 300,000 square feet, respectively, at locations near the warehouse/distribution facility. The Company leases approximately 20,000 square feet of office space in New York City.

Item 3. Legal Proceedings

     In the past, the Company has initiated several lawsuits in its effort to stop what it believes to be unlawful practices on the part of certain manufacturers and large retailers to control the prices at which certain items of merchandise may be sold at the Company's stores.

Item 4. Submission of Matters to a Vote of Security Holders

     The Company did not submit any matter to a vote of its security holders during the fourth quarter of fiscal 2001.

Page 11 of 61

PART II

     The Company's Common Stock is traded on the New York Stock Exchange and its trading symbol is "BCF."

     The following table provides the high and low closing prices on the New York Stock Exchange for each fiscal quarter for the period from May 30, 1999 to June 2, 2001 and for the two months ended July 31, 2001.

     At July 31, 2001, there were 282 record holders of the Company's Common Stock. The number of record holders does not reflect the number of beneficial owners of the Company's Common

Page 12 of 61

Stock for whom shares are held by Cede & Co., certain brokerage firms and others.

     The Board of Directors of the Company declared an annual cash dividend of two cents ($.02) per share in each of the last three fiscal years. The cash dividend for fiscal 2001 was declared on September 25, 2000, and was paid on November 9, 2000, to stockholders of record on October 13, 2000. The paid dividend amounted to $0.9 million. Maintenance of the cash dividend policy or any change thereto in the future will be at the discretion of the Company's Board of Directors and will depend upon the financial condition, capital requirements and earnings of the Company as well as other factors which the Board of Directors may deem relevant. At present, the policy of the Board of Directors of the Company is to retain the majority of earnings to finance the growth and development of the Company's business.

Item 6. Selected Financial Data

     The following tables set forth certain selected financial data:

Page 13 of 61

     The Company maintains its records on the basis of a 52-53 week fiscal year ending on the Saturday closest to May 31. The following discussion compares the twelve months (52 weeks) ended June 2, 2001 with the twelve months (53 weeks) ended June 3, 2000 and the twelve months (53 weeks) ended June 3, 2000 with the twelve months (52 weeks) ended May 29, 1999.

Page 14 of 61

     The following table sets forth certain items in the consolidated statements of operations as a percentage of net sales for the twelve months ended June 2, 2001 and June 3, 2000.

Page 15 of 61

     Consolidated net sales increased $201.6 million (9.2%) for fiscal 2001 compared with the similar period of a year ago. Comparative stores sales increased 3.0% for the period. Sixteen new and six relocated Burlington Coat Factory department stores, opened during fiscal 2001, contributed $122.5 million to this year's net sales. Stores opened a year ago contributed $81.5 million to this year's net sales from the beginning of fiscal 2001 to the anniversary of their opening date. Four stores, which were in operation a year ago, but which were closed prior to this year, contributed $9.9 million to last year's sales. Stores closed during the current year contributed $26.0 million to last year's sales during their non-comparative periods. The non-comparative week of fiscal 2000 (i.e., the week of May 30, 1999 to June 5, 1999) contributed $29.2 million to last year's net sales for Burlington Coat Factory stores.

     The Cohoes stores contributed $37.5 million to consolidated sales for the twelve months ended June 2, 2001 compared with $39.9 million for the twelve months ended June 3, 2000. Cohoes comparative store sales decreased 8.4% for the twelve month period. One Cohoes store opened during the prior fiscal year contributed $1.9 million to this year's sales during its non-comparative period. The non-comparative week of fiscal 2000 contributed $.7 million to last year's net sales.

     Sales in fiscal 2001 for the Decelle stores were $32.4 million compared with $33.8 million for the twelve months ended June 3, 2000. Decelle comparative store sales increased .3% for the twelve months ended June 2, 2001 compared with the similar twelve month period of a year ago. One Decelle store was closed during the current fiscal year. That store contributed $.8 million to last year's sales during its non-comparative period. The non-comparative week of fiscal 2000 contributed $.7 million to last year's sales.

     Other income (consisting of rental income from leased departments, investment income and miscellaneous items) increased to $28.6 million for fiscal 2001 compared with $27.5 million for the similar period of a year ago. This increase is primarily the result of an increase in rental income from leased departments of approximately $.6 million and to increases in other miscellaneous operating revenues of $1.7 million. These increases were offset in part by a decrease in interest income of $1.3 million due to lower levels of investable funds this fiscal year compared with the prior year.

Page 16 of 61

     Cost of sales increased $111.3 million (7.9%) for the twelve months ended June 2, 2001 compared with the twelve months ended June 3, 2000. The dollar increase in cost of sales was due to the increase in net sales during the current fiscal year compared with the prior year. Cost of sales as a percentage of net sales decreased from 64.0% in fiscal 2000 to 63.2% in fiscal 2001. Improvements in initial margins and markdowns taken as a percentage of net sales were offset in part by slightly higher inventory shrinkage during fiscal 2001 compared with fiscal 2000.

     Selling and administrative expenses increased $72.5 million (10.8%) from the 2000 period to the 2001 period. As a percentage of net sales, selling and administrative expenses were 31.1% for the twelve months ended June 2, 2001 compared with 30.6% for the twelve months ended June 3, 2000. This increase was due mainly to an increase in the number of stores in operation and increases in payroll and payroll related expenses. In addition, during the fourth quarter of fiscal 2001, management approved a plan to relocate several stores during fiscal 2002. As a result, the Company established a reserve of $2.4 million during the fourth quarter of fiscal 2001 for lease commitments and other expenses expected to be incurred subsequent to the closing of these relocated stores. Fixed assets from these stores will either be used in the new locations or will be depreciated over the period the store remains in operation. It is not anticipated that additional payroll rela ted costs will be incurred with these relocations beyond the closing date. It is expected that employees currently staffing the operating stores will be used to staff the new locations.

     Depreciation and amortization expense amounted to $49.3 million in the twelve months ended June 2, 2001 compared with $41.0 million in the twelve months ended June 3, 2000. This increase of $8.3 million in the fiscal 2001 period compared with the comparative 2000 period is attributable primarily to new stores opened during the year as well as remodeling and refixturing of existing stores.

     Interest expense decreased $3.8 million for the twelve months ended June 2, 2001 compared with the similar period of a year ago. The decrease in interest expense is the result of a decrease in long term debt due to the recurring repayments of the Company's industrial development bonds and the prepayment of the entire

Page 17 of 61

remaining balance of the Company's subordinated notes in June 2000. Interest amounting to $.8 million relating to the Company's borrowings under its lines of credit, offset, in part, the interest expense decrease realized by the reduction in long term debt.

     The provision for income taxes increased to $42.6 million for the twelve months ended June 2, 2001 from $37.7 million for the similar fiscal period a year ago. This increase in the tax provision was due to higher earnings. The effective tax rate for fiscal 2001 was 37.2% compared with 37.6% in the prior fiscal year. This rate decrease is due primarily to increases in tax credits available to the Company and to increases in tax-exempt interest earned by the Company during fiscal 2001 compared with fiscal year 2000.

     Income before extraordinary loss from early extinguishment of debt and cumulative effect of accounting change increased $9.3 million to $71.8 million for the fiscal 2001 period from $62.5 million for the comparative 2000 period. Net income per share before extraordinary loss from early extinguishment of debt and cumulative effect of accounting change was $1.62 per share for fiscal 2001 compared with $1.37 per share for the comparative 2000 period.

     During the current year's first fiscal quarter, the Company prepaid the remaining balance of its long term subordinated notes. The prepayment penalty associated with this payment amounted to approximately $1.0 million. This penalty, along with the write-off of unamortized deferred debt charges of approximately $0.3 million, resulted in an extraordinary loss, net of taxes, of $0.8 million or $0.02 per share.

     The following table sets forth certain items in the consolidated statements of operations as a percentage of net sales for the twelve months ended June 3, 2000 and May 29, 1999.

Page 18 of 61

     The Cohoes stores contributed $39.9 million to consolidated sales for the twelve months ended June 3, 2000 compared with $36.8 million for the twelve months ended May 29, 1999. Cohoes

Page 19 of 61

comparative store sales decreased 3.7% for the twelve month period. One new Cohoes store opened during fiscal 2000 contributed $3.7 million to sales. Week 53 of fiscal year 2000 contributed $0.6 million to net sales.

     Sales in fiscal 2000 for the Decelle stores were $33.8 million compared with $33.5 million for the twelve months ended May 29, 1999. Decelle comparative store sales increased 0.7% for the twelve months ended June 3, 2000 compared with the similar twelve month period of fiscal 1999. One Decelle store was closed during fiscal 1999 which contributed $0.4 million to that year's sales. Week 53 of fiscal year 2000 contributed $0.6 million to net sales.

     Other income (consisting of rental income from leased departments, investment income and miscellaneous items) increased to $27.5 million for fiscal 2000 compared with $24.7 million for the similar period during fiscal 1999. This increase was primarily the result of additional rental income from leased departments of approximately $1.0 million. In addition, other income increased due to an increase in interest income, resulting from higher interest rates, during the comparative twelve month periods ended June 3, 2000 and May 29, 1999 and to the receipt of payment of $0.5 million for certain non-recurring contractual obligations during fiscal 2000.

     Cost of sales increased $163.4 million (13.1%) for the twelve months ended June 3, 2000 compared with the twelve months ended May 29, 1999. The dollar increase in cost of sales was due to the increase in net sales during fiscal 2000 compared with the prior year as well as an increase in cost of sales as a percentage of net sales, which increased from 63.9% to 64.0%. Improvements in initial margins were offset by increases in freight costs and slight increases in markdowns as a percentage of sales in fiscal 2000 over the previous year.

     Selling and administrative expenses increased $64.4 million (10.6%) from the 1999 period to the 2000 period. This increase was due mainly to an increase in the number of stores in operation and increases in payroll and payroll related expenses. As a percentage of net sales, selling and administrative expenses were 30.6% for the twelve months ended June 3, 2000 compared with 31.3% for the twelve months ended May 29, 1999.

     Depreciation and amortization expense amounted to $41.0 million in the twelve months ended June 3, 2000 compared with $35.0 million in the twelve months ended May 29, 1999. This increase of $6.0 million in the fiscal 2000 period compared with the comparative 1999 period is attributable primarily to new stores

Page 20 of 61

opened during fiscal 2000 as well as remodeling and refixturing of existing stores.

     Interest expense decreased $0.4 million for the twelve months ended June 3, 2000 compared with the prior year. The decrease in interest expense is the result of a decrease in long term debt due to the normal recurring repayments of the subordinated notes and the industrial development bonds.

     The provision for income taxes increased to $37.7 million for the twelve months ended June 3, 2000 from $28.4 million for the twelve months ended May 29, 1999. This increase in the tax provision was due to higher earnings as well as an increase in the effective tax rate. The effective tax rate for fiscal 2000 was 37.6% compared with 37.2% in the prior fiscal year. This rate increase is due primarily to a slight increase in the effective state tax rate and a decrease in federal jobs tax credits available to the Company.

     Income before cumulative effect of accounting change increased $14.7 million to $62.5 million for the fiscal 2000 period from $47.8 million for the comparative 1999 period. Net income per share before cumulative effect of accounting change was $1.37 per share for fiscal 2000 compared with $1.02 per share for the comparative 1999 period.

     During the fiscal year ended June 3, 2000, the Company recorded a cumulative effect loss resulting from the adoption of SEC Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements. The Company changed its method of accounting for layaway sales in compliance with SAB No. 101. Under the new accounting method, the Company will defer recognition of a layaway sale and its related profit to the accounting period when the customer picks up layaway merchandise. The cumulative effect of this change for periods prior to fiscal 2000 is shown as a cumulative effect of accounting change in the Consolidated Statements of Operations for fiscal 2000 and amounted to a $1.4 million decrease in income (net of income taxes) or $0.03 per share. The accounting change has only a slight impact on annual sales and earnings. However, due to the seasonality of the Company's business, this change may result in shifts of sales and earnings among t he Company's fiscal quarters.

     During fiscal 2001, the Company opened sixteen Burlington Coat Factory Warehouse department stores. The Company closed two stores and relocated seven others to new locations within their trading

Page 21 of 61

areas. Expenditures incurred to acquire, set up and fixture new stores opened during fiscal 2001 were approximately $30.0 million. Expenditures for store relocations, store expansions and store refurbishings were approximately $44.6 million during fiscal 2001. During fiscal 2001, the Company acquired the leases of two stores for $5.0 million. In addition, expenditures for store locations to be opened during fiscal 2002, including the purchase of one lease, amounted to $5.6 million. Other capital expenditures, consisting primarily of computer system enhancements and distribution center improvements, amounted to $16.3 million for fiscal 2001. For fiscal 2002, the Company estimates that it will spend approximately $130.0 million for capital expenditures (i.e., building acquisitions, fixtures, equipment and leasehold improvements) in connection with the opening of approximately twenty-five to thirty new stores (including store relocations), remodeling and expansion of existing stores, expan sion of the Company's home office and warehouse facilities, and computer enhancement projects.*

     Working capital increased to $296.7 million at June 2, 2001 from $260.4 million at June 3, 2000. At May 29, 1999, working capital was $332.8 million.

     Net cash provided by operating activities of $81.6 million for fiscal 2001 decreased by $81.3 million from $162.9 million for fiscal 2000. This decrease in net cash from operations was due primarily to an increase in inventory of $22.4 million in comparison with the increase in inventory in the prior fiscal year of $12.0 million and a decrease in accounts payable in the latest fiscal year of $13.7 million in comparison with an increase in accounts payable of $51.6 million in the prior fiscal year.

     On September 25, 2000, the Board of Directors of the Company declared a cash dividend in the amount of two cents ($0.02) per share. The cash dividend was paid on November 9, 2000, to

Page 22 of 61

stockholders of record on October 13, 2000. The paid dividend amounted to $0.9 million.

     The Company's long-term borrowings at June 2, 2001 consists of an industrial development refunding bond of $8.1 million issued by the New Jersey Economic Development Authority (the "Refunding Bonds").

     The Refunding Bonds consist of serial and term bonds. The serial bonds aggregate $1.7 million and mature in series annually on September 1, through the year 2003. The term bonds consist of two portions, $1.4 million maturing on September 1, 2005 and $5.0 million maturing on September 1, 2010. The serial bonds bear interest ranging from 4.9% to 5.4% per annum, and the term bonds bear interest at the rates of 5.6% for the portion maturing on September 1, 2005 and 6.125% per annum for the portion maturing on September 1, 2010. The average interest rate and average scheduled maturity of the Refunding Bonds are 5.8% and 5.5 years, respectively. During fiscal 2001, the Company expended approximately $.5 million for the repayment of the Refunding Bonds.

     During the current fiscal year's first quarter, the Company prepaid the remaining balance of $44.4 million of its long term subordinated notes, which had been issued by the Company to institutional investors in June 1990. The Notes were scheduled to mature on June 27, 2005 and were subject to mandatory payment of $7.4 million on June 27 of each year. The prepayment penalty associated with the early payoff of the debt was approximately $1.0 million.

     The Company has in place a committed line of credit agreement in the amount of $100.0 million and an additional $25.0 million in uncommitted lines of credit. As of June 3, 2000, the Company had $50.0 million in committed lines of credit and an additional $50.0 million in uncommitted lines of credit. The Company had letter of credit commitments outstanding against the committed line of credit of $17.5 million at the end of fiscal 2001 and $16.0 million at the end of fiscal 2000. There were no borrowings under the existing credit lines during fiscal 2000. As a result of the early payoff of the Notes and inventory increases, borrowings under the lines of credit were necessary during the first and second fiscal quarters of 2001. Maximum borrowings amounted to $70.1 million during the first quarter and $67.5 million during the second quarter. The average borrowings under these credit lines during the first quarter period of borrowing were $36.3 million, at an average interest rate of 7.0%. During the second quarter, the average borrowings under the lines of credit were $27.5 million at an average interest rate of 7.0%. During the third and fourth

Page 23 of 61

quarters, the Company had no borrowings under these lines of credit.

     The Company believes that its current capital expenditures and operating requirements can be satisfied from internally generated funds, from short term borrowings under its revolving credit and term loan agreement as well as uncommitted lines of credit.* Furthermore, to the extent that the Company decides to purchase additional store locations, or to undertake unusual transactions such as an acquisition, it may be necessary to finance such transactions with additional long term borrowings.*

     Historically, the Company has been able to increase its selling prices as the costs of merchandising and related operating expenses have increased, and therefore, inflation has not had a significant effect on operations.*

     The Company does not utilize financial instruments for trading purposes and holds no derivative financial instruments which could expose the Company to significant market risk. The Company's primary market risk exposure with regard to financial instruments is to changes in interest rates. Pursuant to the terms of certain revolving credit arrangements, changes in the lenders' prime rate, LIBOR or other stated interest rates could affect the rates at which the Company could borrow funds thereunder. At June 2, 2001, the Company had no outstanding borrowings against the credit facilities. The table below summarizes the fair value and contract terms of the Company's fixed rate debt and long-term investments at June 2, 2001:

Page 24 of 61

     Scheduled Maturity Date of Long-Term Debt (Including Current Portion) and Long Term Investments at June 2, 2001 (in thousands):

Item 8. Financial Statements and Supplementary Data

     None.

PART III

Item 11. Executive Compensation

Item 13. Certain Relationships and Related Transactions

     In accordance with General Instruction G(3) of the General Instructions to Form 10-K, the information called for by Items 10, 11, 12 and 13 is omitted from this Report and is incorporated by reference to the definitive Proxy Statement to be filed by the Company pursuant to Regulation l4A of the General Rules and Regulations under the Securities Exchange Act of 1934, which the Company will file not later than 120 days after June 2, 2001.

Page 25 of 61

PART IV

Page 26 of 61

____________________

____________________

     During the quarter ended June 2, 2001 the Company did not file any report on Form 8-K.

Page 28 of 61

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
(Registrant)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Page 29 of 61

[THIS PAGE INTENTIONALLY LEFT BLANK]

Page 31 of 61

Board of Directors and Stockholders
Burlington Coat Factory Warehouse Corporation
Burlington, New Jersey

     We have audited the accompanying consolidated balance sheets of Burlington Coat Factory Warehouse Corporation and subsidiaries as of June 2, 2001 and June 3, 2000, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the three years in the period ended June 2, 2001. Our audits also included the financial statement schedule listed in the Index at Item 14(a)(2). These financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

     We conducted our audits 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 audits provide a reasonable basis for our opinion.

     In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Burlington Coat Factory Warehouse Corporation and subsidiaries as of June 2, 2001 and June 3, 2000, and the results of their operations and their cash flows for each of the three years in the period ended June 2, 2001, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

     As discussed in Note A to the consolidated financial statements, during the year ended June 3, 2000, the Company changed its method of accounting for layaway sales.

DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
August 2, 2001

Page 32 of 61

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(All amounts in thousands except share data)

Page 33 of 61

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(All amounts in thousands except share data)

Page 34 of 61

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
TWELVE MONTHS ENDED MAY 29, 1999, JUNE 3, 2000 AND JUNE 2, 2001
(All amounts in thousands)

Page 35 of 61

BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All amounts in thousands)

Page 36 of 61

Notes to Consolidated Financial Statements

     Property and equipment consists of:

     Held-to-maturity investments are pledged as collateral under certain insurance contracts which previously had been collateralized through the use of letter of credit agreements. During fiscal 2000, purchases of held-to-maturity investments amounted to $14.2 million. $13.7 million of held-to-maturity investments were called by the issuing authorities during the current fiscal year. No gain or loss was recorded as the sales price approximated cost. The Federal National Mortgage Association Note matures on

Page 44 of 61

February 14, 2006. The Federal Home Loan Mortgage Corporation Note matures on September 14, 2006.

     During fiscal 2001, there was no gain or loss associated with the sale of available-for-sale investments as the sales price approximated original cost.

     Accounts payable consists of:

     Total lines of credit from all banks as of June 2, 2001 amounted to $100 million in committed credit and $25 million in uncommitted credit. At June 3, 2000, the Company had a $50 million committed line of credit and a $50 million uncommitted line of credit.

     The Company's committed line of credit is a three year commitment which renews for an additional year every year. It is currently available through December 2004. The uncommitted lines of credit are cancelable by the bank at any time. Letters of credit outstanding against the committed lines were $17.5 million and $16.0 million at June 2, 2001 and June 3, 2000, respectively.

     Maximum borrowings amounted to $70.1 million during the first quarter and $67.5 million during the second quarter of fiscal 2001. The average borrowings under these credit lines during the first quarter period of borrowing were $36.3 million, at an

Page 45 of 61

average interest rate of 7.0%. During the second quarter, the average borrowings under the lines of credit were $27.5 million at an average interest rate of 7.0%. Borrowings under the Company's lines of credit were necessary during the current year's first six months primarily because of the prepayment of the Company's subordinated notes and the purchase of inventory during the period. During the third and fourth quarters, the Company had no borrowings under these lines of credit. There was no borrowing under the Company's lines of credit during fiscal 2000.

     Short-term borrowings against these lines of credit bear interest at or below the lending bank's prime rate (7.0% at June 2, 2001).

     Long-term debt consists of:

     The Industrial Revenue Bonds were issued in connection with the construction of the Company's distribution center. The Bonds are secured by a first mortgage on the Company's distribution center. Indebtedness totaling $8.1 million is secured by land and buildings with a net book value of $19.6 million at June 2, 2001.

     Long-term debt scheduled maturities in each of the next five fiscal years is as follows: 2002-$.5 million; 2003-$.6 million; 2004-$.6 million; 2005-$.7 million; and 2006-$.8 million. $44.4 million relating to the Subordinated Notes was repaid during fiscal June 2, 2001.

     As of June 2, 2001, the Company was in compliance with all covenants related to its loan agreements. Several loan agreements of the Company contain restrictions which, among other things, require maintenance of certain financial ratios, restrict encumbrance of assets and creation of indebtedness, and limit the payment of dividends. At June 2, 2001, $28.4 million of the Company's retained earnings of $646.1 million were unrestricted and

Page 46 of 61

available for the payment of dividends under the most restrictive terms of the agreements.

     The Company leases 274 stores and office spaces under operating leases that will expire principally during the next twenty years. The leases typically include renewal options and escalation clauses and provide for contingent rentals based on a percentage of gross sales.

     The following is a schedule of future minimum lease payments under the operating leases (in thousands):

     The above schedule of future minimum lease payments has not been reduced by future minimum sublease rental income of $14.3 million under non-cancelable subleases and other contingent rental agreements.

     Total rental expenses under operating leases for the periods ended June 2, 2001, June 3, 2000, and May 29, 1999 were $99.1 million, $88.3 million and $77.2 million, respectively, including contingent rentals of $3.0 million, $2.7 million and $2.5 million, respectively. Rent expense for the above periods has not been reduced by sublease rental income of $12.3 million, $11.6 million and $10.1 million, which has been included in other income for the periods ended June 2, 2001, June 3, 2000 and May 29, 1999, respectively.

     The Company has irrevocable letters of credit in the amount of $7.1 million to guarantee payment and performance under certain leases, insurance contracts and utility agreements.

Page 47 of 61

     The Company has a noncontributory profit-sharing plan covering employees who meet age and service requirements. The Company also provides additional retirement security to participants through a cash or deferred (salary deferral) feature qualifying under Section 401(k) of the Internal Revenue Code. Membership in the salary deferment feature is voluntary. Employees may, up to certain prescribed limits, contribute to the 401(k) plan and a portion of these contributions are matched by the Company. In addition, under the profit sharing feature, the Company's contribution to the plan is determined annually by the Board of Directors. The provision for Company profit sharing and 401(k) contributions for the twelve months ended June 2, 2001, June 3, 2000 and May 29, 1999 were $9.0 million, $6.3 million and $5.0 million, respectively.

     The provision for income taxes is summarized as follows:

     A reconciliation of the Company's effective tax rate with the statutory federal tax rate is as follows: