-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ku3vnnOkzOdYX8Rn1Zo42COTdmitq0zFbUl8g/2ES6/Sc86LxQaWZLEl5PziB4w+ kFSB1IYh1uqHmE4vWLteNw== 0000950152-04-005476.txt : 20040720 0000950152-04-005476.hdr.sgml : 20040720 20040720165553 ACCESSION NUMBER: 0000950152-04-005476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040719 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG LOTS INC CENTRAL INDEX KEY: 0000768835 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 061119097 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08897 FILM NUMBER: 04922555 BUSINESS ADDRESS: STREET 1: 300 PHILLIPI ROAD STREET 2: P.O.BOX 28512 CITY: COLUMBUS STATE: OH ZIP: 43228-0512 BUSINESS PHONE: 614-278-6800 MAIL ADDRESS: STREET 1: 300 PHILLIPI ROAD STREET 2: P.O.BOX 28512 CITY: COLUMBUS STATE: OH ZIP: 43228-0512 8-K 1 l08752ae8vk.htm BIG LOTS, INC. 8-K Big Lots, Inc. 8-K
 

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) July 19, 2004

BIG LOTS, INC.

(Exact name of registrant as specified in its charter)

         
Ohio
(State or other jurisdiction of
incorporation or organization)
  1-8897
(Commission File Number)
  06-1119097
(I.R.S. Employer Identification No.)
     
300 Phillipi Road, P.O. Box 28512, Columbus, Ohio
(Address of principal executive office)
  43228-5311
(Zip Code)

(614) 278-6800
(Registrant’s telephone number, including area code)

 


 

         
Item 1.
  Changes in Control of Registrant.   Not applicable
Item 2.
  Acquisition or Disposition of Assets.   Not applicable
Item 3.
  Bankruptcy or Receivership.   Not applicable
Item 4.
  Changes in Registrant’s Certifying Accountant.   Not applicable
Item 5.
  Other Events and Regulation FD Disclosure.   Not applicable
Item 6.
  Resignations of Registrant’s Directors.   Not applicable
Item 7.
  Financial Statements and Exhibits.   Not applicable
Item 8.
  Change in Fiscal Year.   Not applicable
Item 9.
  Regulation FD Disclosure.    

On July 19, 2004, the Company issued a press release announcing the resignation of Albert J. Bell as Vice Chairman, Chief Administrative Officer, and Director of the Company, effective August 17, 2004. Attached to this Current Report as Exhibit 99 is a copy of the Company’s July 19, 2004 press release. The information in Exhibit 99 is being furnished, not filed, under Item 9 of this Current Report. By furnishing the information in this Current Report and the attached exhibit, the Company is making no admission as to the materiality of any information in this Current Report or the exhibit.

         
Item 10.
  Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.   Not applicable
Item 11.
  Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.   Not applicable
Item 12.
  Results of Operations and Financial Condition.   Not applicable

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.

   
  BIG LOTS, INC
 
  By: /s/ Charles W. Haubiel II

Charles W. Haubiel II
Vice President, General Counsel
and Corporate Secretary

Date: July 20, 2004

  EX-99 2 l08752aexv99.htm EXHIBIT 99 Exhibit 99

 

Exhibit 99

PRESS RELEASE

     
FOR IMMEDIATE RELEASE
  Contact: Timothy A. Johnson
Vice President, Strategic
Planning and Investor Relations
614-278-6622

BIG LOTS, INC. ANNOUNCES RESIGNATION OF EXECUTIVE OFFICER

Columbus, Ohio – July 19, 2004 – Big Lots, Inc. (NYSE: BLI) today announced the resignation of Albert J. Bell as Vice Chairman, Chief Administrative Officer, and Director of the Company, effective August 17, 2004. Mr. Bell is leaving the Company to pursue other career interests.

“Al has made important contributions to the Company during his 18 years of service and we wish him success in his personal and professional pursuits,” said Michael J. Potter, Big Lots Chairman and Chief Executive Officer.

Big Lots, Inc. is the nation’s largest broadline closeout retailer. The Company operates a total of 1,463 stores in 46 states operating as BIG LOTS and BIG LOTS FURNITURE. Wholesale operations are conducted through BIG LOTS WHOLESALE, CONSOLIDATED INTERNATIONAL, WISCONSIN TOY and with online purchasing at www.biglotswholesale.com. The Company’s website is located at www.biglots.com.

 

 

     
Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622    Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
 

 


 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS FOR PURPOSES OF
“SAFE HARBOR” PROVISIONS OF THE SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. The Company wishes to take advantage of the “safe harbor” provisions of the Act.

This release, as well as other verbal or written statements or reports made by or on the behalf of the Company, may contain or may incorporate material by reference which includes forward-looking statements within the meaning of the Act. By their nature, all forward-looking statements involve risks and uncertainties. Statements, other than those based on historical facts, which address activities, events, or developments that the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy, expansion and growth of the Company’s business and operations, future earnings, store openings and new market entries, anticipated inventory turn, and other similar matters, as well as statements expressing optimism or pessimism about future operating results or events, are forward-looking statements, which are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. The words “believe,” “anticipate,” “project,” “plan,” “expect,” “estimate,” “objective,” “forecast,” “goal,” “intend,” “will,” and similar expressions generally identify forward-looking statements. The forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although the Company believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of its knowledge of its business, actual events and results may materially differ from anticipated results described in such statements.

The Company’s ability to achieve the results contemplated by forward-looking statements are subject to a number of factors, any one or a combination of, which could materially affect the Company’s business, financial condition, or results of operations. These factors may include, but are not limited to:

    the Company’s ability to source and purchase merchandise on favorable terms;

    the ability to attract new customers and retain existing customers;

    the Company’s ability to establish effective advertising, marketing, and promotional programs;

    economic and weather conditions which affect buying patterns of the Company’s customers;

    changes in consumer spending and consumer debt levels;

    the Company’s ability to anticipate buying patterns and implement appropriate inventory strategies;

    continued availability of capital and financing on favorable terms;

    competitive pressures and pricing pressures, including competition from other retailers;

    the Company’s ability to comply with the terms of its credit facilities (or obtain waivers for non-compliance);

    interest rate fluctuations and changes in the Company’s credit rating;

    the creditworthiness of the purchaser of the Company’s former KB Toys business;

    the Company’s indemnification and guarantee obligations with respect to more than 380 KB Toys store leases and other real property, some or all of which may be rejected or materially modified in connection with the pending KB Toys bankruptcy proceedings, as well as other potential liabilities arising out of the KB Toys bankruptcy;

    litigation risks and changes in laws and regulations, including changes in accounting standards and tax laws;

    transportation and distribution delays or interruptions that adversely impact the Company’s ability to receive and/or distribute inventory;

 

 

     
Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622    Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
 

 


 

    the impact on transportation costs from the driver hours of service regulations adopted by the Federal Motor Carriers Safety Administration that became effective in January 2004;

    the effect of fuel price fluctuations on the Company’s transportation costs;

    interruptions in suppliers’ businesses;

    the Company’s ability to achieve cost efficiencies and other benefits from various operational initiatives and technological enhancements;

    the costs, interruptions, and problems associated with the implementation of, or failure to implement, new or upgraded systems and technology;

    the effect of international freight rates on the Company’s profitability;

    delays and costs associated with building, opening, and modifying the Company’s distribution centers;

    the Company’s ability to secure suitable new store locations under favorable lease terms;

    the Company’s ability to successfully enter new markets;

    delays associated with constructing, opening, and operating new stores;

    the Company’s ability to attract and retain suitable employees; and

    other risks described from time to time in the Company’s filings with the Securities and Exchange Commission, in its press releases, and in other communications.

The foregoing list is not exhaustive. There can be no assurances that the Company has correctly and completely identified, assessed, and accounted for all factors that do or may affect its business, financial condition, or results of operations. Additional risks not presently known to the Company or that it believes to be immaterial also may adversely impact the Company. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the Company’s business, financial condition, and results of operations. Consequently, all of the forward-looking statements are qualified by these cautionary statements, and there can be no assurance that the results or developments anticipated by the Company will be realized or that they will have the expected effects on the Company or its business or operations.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements contained in this release, or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events. Readers are advised, however, to consult any further disclosures the Company may make on related subjects in its public announcements and filings made with the Securities and Exchange Commission.

 

 

     
Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622    Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
 

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