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 20,
2007
Footstar,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction of
Incorporation)
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1-11681
(Commission
File Number)
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22-3439443
(IRS
Employer Identification No.)
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933
MacArthur Boulevard
Mahwah,
New Jersey
(Address
of Principal Executive Offices)
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07430
(Zip
Code)
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Registrant’s
telephone number, including area code: (201) 934-2000
N/A
(Former
Name or Former Address, if Changed Since Last Report)
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01 Other Events.
As
previously disclosed on a Form 8-K filed with the SEC on March 27, 2007 and
via
a press release of the same date, on March 27, 2007, Footstar, Inc. (the
“Company”) announced the declaration of a $5.00 per common share cash
distribution, which was paid on April 30, 2007 to shareholders of record at
the
close of business on April 13, 2007.
The
Company currently believes, based on an opinion it has received from a
nationally recognized accounting firm that it has specially engaged for this
project, that solely for the purpose of United States federal income tax
treatment, it is more likely than not that the cash distribution is a
“non-liquidating distribution” under Section 301 of the Internal Revenue Code of
1986, as amended. In the event that the cash distribution is
characterized as a non-liquidating distribution, it will be treated for U.S.
federal income tax purposes as a taxable dividend to the extent of the Company’s
current and accumulated earnings and profits and then as a return of the
shareholder’s basis. Any remaining portion of the distribution in
excess of the shareholder’s basis will be taxed as short-term or long-term
capital gain, depending on each shareholder’s holding period for the stock and
assuming that the stock constitutes a capital asset in the hands of the
shareholder. The Company currently expects to receive, during the first quarter
of fiscal year 2008, additional information regarding the tax treatment of
the
cash distribution from the accounting firm that has been engaged for this
project. The Company intends thereafter to provide additional
information to its shareholders, including information to assist shareholders
in
reporting this cash distribution on the shareholders’ U.S. federal income tax
returns.
THE
FOREGOING IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL
POTENTIAL INCOME TAX CONSEQUENCES OF THE CASH DISTRIBUTION.
The
foregoing is being provided as general information only and does not constitute
legal or tax advice to any shareholder and is not binding on the IRS or any
other governmental entity or court. The determination of the
appropriate tax treatment of the cash distribution is fact-intensive and
involves analysis of applicable tax laws and current administrative and judicial
interpretations, published rulings and other tax authority. The Company can
give
no assurance that the tax treatment described herein will be accorded to its
shareholders or that it will remain unchanged (whether due to future legislative
or administrative changes or administrative or judicial interpretations or
otherwise). Further, no ruling has been requested from the IRS with
respect to the anticipated tax treatment of the cash distribution and the
Company does not intend to seek such a ruling.
All
of
the foregoing is based upon United States federal income tax law, as currently
in effect, which may be subject to differing interpretations and which are
subject to change, possibly on a retroactive basis, and does not address any
state, local, foreign, or other tax considerations. No assurance can
be given that possible changes in such United States federal income tax laws
or
interpretations will not adversely affect the above discussion of potential
tax
result. The foregoing also assumes that a shareholder is one of the
following:
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·
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a
citizen or resident of the United States;
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·
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a
corporation or an entity taxable as a corporation created or organized
under U.S. law (federal or state);
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·
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an
estate the income of which
is subject to United States federal income taxation regardless of
its
sources;
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·
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a
trust if a U.S. court is able to
exercise primary supervision over the administration of the trust
and one
or more U.S. persons have authority to control all substantial decisions
of the trust; or
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·
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any
other person whose
worldwide income and gain is otherwise subject to United States
federal income taxation on a net basis.
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In
addition, many types of shareholders (including, without limitation, financial
institutions, tax-exempt organizations (including private foundations),
insurance companies, dealers in securities, foreign investors, partnerships
and
their partners, holders that received their shares pursuant to the exercise
of
employee stock options or otherwise as compensation, and investors that hold
the
shares as part of a straddle, hedge, conversion, constructive sale, or other
integrated transaction for United States federal income tax purposes) may be
subject to special tax rules. The above discussion does not address tax
consequences which may vary with, or are contingent on, a shareholder’s
individual circumstances. Moreover, this discussion does not address
any non-income tax or any foreign, state or local tax consequences of the cash
distribution.
ACCORDINGLY,
SHAREHOLDERS ARE STRONGLY URGED TO CONSULT WITH THEIR OWN TAX AND FINANCIAL
ADVISORS TO DETERMINE THE PARTICULAR UNITED STATES FEDERAL, STATE, LOCAL OR
FOREIGN INCOME OR OTHER TAX CONSEQUENCES OF THE CASH DISTRIBUTION.
SIGNATURES
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.
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Footstar,
Inc. |
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Date:
December 20, 2007
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By:
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/s/ Maureen
Richards |
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Name: |
Maureen
Richards |
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Title: |
Senior
Vice President, General Counsel
and Corporate
Secretary |
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