8-K

                       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)         January 6, 2006
                                                --------------------------------


                             LINENS 'N THINGS, INC.
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               (Exact Name of Registrant as Specified in Charter)


          Delaware                    1-12381                    22-3463939
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(State or Other Jurisdiction        (Commission               (I.R.S. Employer
       of Incorporation)            File Number)             Identification No.)


6 Brighton Road, Clifton, New Jersey                               07015
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(Address of Principal Executive Offices)                         (Zip Code)


Registrant's telephone number, including area code       (973) 778-1300
                                                  ------------------------------

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

     |_|  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     |X|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     |_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))




SECTION 2 - FINANCIAL INFORMATION

Item 2.02 Results of Operations and Financial Condition

Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of Linens 'n Things, Inc. (the "Company") dated January 6, 2006, reporting the
Company's sales and earnings results for the fourth quarter ended December 31,
2005.


     EBITDA is used in this release because it is relevant to investors
understanding of one of the financial conditions to the debt financing as
described in the debt commitment letters as described in the release. EBITDA
should not be considered as a measure of financial performance under accounting
principles generally accepted in the United States. The items excluded from
EBITDA are significant components in understanding and assessing financial
performance of a business enterprise. EBITDA as referred to in this release is
further subject to certain adjustments specified in the debt financing
commitments, which are attached as exhibits to the Company's Current Report on
Form 8-K filed with the SEC on November 9, 2005. EBITDA should not be considered
by itself or as an alternative to net income, cash flows generated by operating,
investing or financing activities or other financial statement data presented in
the consolidated financial statements as an indicator of operating performance
or as a measure of liquidity.




SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(c)  Exhibits

     99.1 Press Release of Linens 'n Things, Inc., dated January 6, 2006




                                    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 hereunto duly authorized.


                                                LINENS 'N THINGS, INC.


Dated: January 6, 2006                          By: /s/ William T. Giles
                                                   -----------------------------
                                                Name:  William T. Giles
                                                Title: Executive Vice President,
                                                       Chief Financial Officer




                                  EXHIBIT INDEX


Exhibit No.      Description
- -----------      -----------

99.1             Press Release of Linens 'n Things, Inc., dated January 6, 2006.

EX-99.1

                                                                    Exhibit 99.1

          Linens 'n Things Releases Fourth Quarter 2005 Sales Results

    CLIFTON, N.J.--(BUSINESS WIRE)--Jan. 6, 2006--Linens 'n Things,
Inc. (NYSE: LIN) today announced that sales for its fourth quarter
2005 were approximately $921 million, increasing 5.2% from last year's
sales of $876 million. Comparable net sales for the fourth quarter
ending December 31, 2005 declined 2.2%.
    Previously, the company reported an 8.4% decline in October
comparable net sales. The company reported a 2.2% comparable net sales
decline for the quarter as a result of the significant change in sales
trends experienced during November and December, attributed
primarily to its stronger merchandising initiatives and product mix.
    The company expects the gross margin rate to be generally in line
with last year. Furthermore, Linens 'n Things advertising expenditure
was comparable to last year with one less promotional event.
    Given the decline in comparable net sales, the company expects its
SG&A as a percent of sales to increase moderately when compared with
the previous year. During the fourth quarter, the company opened 16
new stores and closed one store, operating a total of 542 stores at
the end of the year and increasing square footage to 18.1 million from
16.7 million last year.
    Due to the company's actual sales performance and gross margin
expectations, Linens 'n Things currently expects that it will well
exceed the $140 million adjusted EBITDA condition to the debt
financing required for consummation of the merger with the Apollo
Management group.
    The adjusted EBITDA condition, however, continues to be subject,
among other things, to the year-end audit of the 2005 financial
statements, absence of any significant year-end audit changes or
adjustments, and satisfactory completion and results of year-end
physical inventory, and until such satisfactory completion of the
year-end audit there can be no assurance that such condition to the
debt financing for the proposed merger with Apollo will be satisfied.
Shareholders and investors are encouraged to read the definitive proxy
statement concerning the proposed Apollo merger previously filed with
the Securities and Exchange Commission and being distributed to the
company's shareholders.
    Linens 'n Things, with 2005 sales of $2.7 billion, is one of the
leading, national large format retailers of home textiles, housewares
and home accessories. As of December 31, 2005, the Company was
operating 542 stores in 47 states and six provinces across the United
States and Canada. More information about Linens 'n Things can be
found online at www.lnt.com.

    Important Information

    In connection with the proposed Apollo merger transaction, Linens
'n Things has filed relevant materials with the Securities and
Exchange Commission, including a proxy statement. BECAUSE THOSE
DOCUMENTS CONTAIN IMPORTANT INFORMATION, HOLDERS OF LINENS 'N THINGS
COMMON STOCK ARE URGED TO READ THEM CAREFULLY. They are available for
free (along with any other documents and reports filed by Linens 'n
Things with the SEC) at the SEC's website, www.sec.gov and the
Company's shareholders may also obtain these documents by contacting
the Company at 6 Brighton Road, Clifton, New Jersey, 07015, Attention:
Investor Relations, or at 973-778-1300.

    Participant Information

    Linens 'n Things and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from its
shareholders in connection with the proposed transaction. Certain
information regarding the participants and their interest in the
solicitation is set forth in the proxy statement for Linens 'n Things'
2005 annual meeting of shareholders filed with the SEC on April 8,
2005 and the Form 4s filed by Linens 'n Things directors and executive
officers since April 8, 2005. Shareholders may obtain additional
information regarding the interests of such participants by reading
the proxy statement relating to the proposed transaction as filed with
the SEC on December 28, 2005.

    Forward-Looking Information

    The foregoing contains forward-looking statements within the
meaning of The Private Securities Litigation Reform Act of 1995. The
forward-looking information can be identified by such forward-looking
terminology as "expect", "anticipate", "believe", "belief", "may" and
similar terms or variations of such terms. Our forward looking
statements, including those relating to consummation of the merger and
satisfaction of the minimum financial conditions to the debt financing
condition to the merger, are based on our current expectations,
assumptions, estimates and projections about our Company and involve
significant risks and uncertainties, including: conduct, completion
and satisfactory result of the 2005 year-end audit, including audit of
the amounts included in EBITDA; absence of any significant audit
changes or adjustments; conduct and satisfactory completion and
results of year-end physical inventory; size and amount of year-end
inventory shrink expense or any other variations between estimated and
actual amounts for the Company's critical accounting estimates and
other significant accounting estimates; timing and amount of vendor
allowances in fiscal 2005, including vendor satisfaction of allowance
support in fiscal 2005 for merchandise markdowns and promotional
events; the success of the holiday selling season, which historically
accounts for a disproportionate share of fourth quarter sales and
earnings; the amount of merchandise markdowns; rising healthcare
benefit costs; and differences experienced in the past between
forecasted and actual results for prior fiscal periods. If these or
other significant risks and uncertainties occur, or if our estimates
or underlying assumptions prove inaccurate, our actual results could
differ materially and the conditions to the consummation of the merger
may not be satisfied. You are urged to consider all such risks and
uncertainties. In light of the uncertainty inherent in such
forward-looking statements, you should not consider their inclusion to
be a representation that such forward-looking matters will be
achieved. The Company assumes no obligation to and does not plan to
update any such forward-looking statements.

    Non-GAAP Information

    EBITDA is used in this release because it is relevant to
investors' understanding of one of the financial conditions to the
debt financing as described in the debt commitment letters referred to
above. EBITDA should not be considered as a measure of financial
performance under accounting principles generally accepted in the
United States. The items excluded from EBITDA are significant
components in understanding and assessing financial performance of a
business enterprise. EBITDA as referred to in this release is further
subject to certain adjustments specified in the debt financing
commitments, which are attached as exhibits to the Company's Current
Report on Form 8-K filed with the SEC on November 9, 2005. EBITDA
should not be considered by itself or as an alternative to net income,
cash flows generated by operating, investing or financing activities
or other financial statement data presented in the consolidated
financial statements as an indicator of operating performance or as a
measure of liquidity.

    CONTACT: Linens 'n Things, Inc.
             William T. Giles, 973-815-2929