<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a8k122403.txt
<DESCRIPTION>FORM 8K DATED DECEMBER 24, 2003
<TEXT>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2003
FACTORY 2-U STORES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-10089 51-0299573
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(Commission File Number) (IRS Employer Identification No.)
4000 RUFFIN ROAD, SAN DIEGO, CALIFORNIA 92123
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(Address of principal executive offices)
Registrant's telephone number, including area code: (858) 627-1800
NA
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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events
On December 22, 2003, we entered into an agreement amending certain
provisions of our Amended and Restated Financing Agreement with our
senior lenders. This amendment shortens the period that we are required
to have zero borrowings, or "clean-up", under our revolving credit
facility from 15 consecutive days beginning December 22, 2003 to eight
consecutive days beginning December 29, 2003. This amendment also
requires us to accelerate the maturity of and pay on or before December
23, 2003 the $600,000 outstanding under the Tranche B Loan II. The amount
of the Tranche B Loan II repayment together with the $150,000 fee payable
to the lenders in connection with this amendment are excluded from the
"clean-up" requirements under the Amended and Restated Financing
Agreement.
The full text of this amendment is attached as exhibit hereto.
Item 7. Exhibits
Exhibit No. Description
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10.20 First Amendment to Amended and Restated
Financing Agreement by and among Factory
2-U Stores, Inc., The CIT Group/Business
Credit, Inc., and GB Retail Funding LLC
dated December 22, 2003.
99.1 Press release of Factory 2-U Stores, Inc.
dated December 23, 2003.
Item 9. Regulation FD Disclosure
On December 23, 2003, we announced that:
(1) we have reached an agreement in principle, subject to definitive
documentation, with holders of our Junior Subordinated Notes to
amend the current scheduled payment dates, and
(2) we have revised our expectations for sales and operating results for
our fourth quarter ending January 31, 2004.
The full text of our press release dated December 23, 2003 is attached as
exhibit hereto.
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this current report to be signed
on its behalf by the undersigned hereunto duly authorized.
FACTORY 2-U STORES,INC.
By: /s/ Douglas C. Felderman
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Douglas C. Felderman
Executive Vice President and
Chief Financial Officer
December 24, 2003
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Date
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
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10.20 First Amendment to Amended and Restated
Financing Agreement by and among Factory
2-U Stores, Inc., The CIT Group/Business
Credit, Inc., and GB Retail Funding LLC
dated December 22, 2003.
99.1 Press release of Factory 2-U Stores, Inc.
dated December 23, 2003.
</TEXT>
</DOCUMENT>