UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) NOVEMBER 16, 2004
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FOOTSTAR, 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)
1-11681 22-3439443
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(Commission File Number) (IRS Employer Identification No.)
933 MACARTHUR BOULEVARD
MAHWAH NEW JERSEY 07430
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(Address of Principal Executive Offices) (Zip Code)
(201) 934-2000
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| 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))
ITEM 7.01. REGULATION FD DISCLOSURE.
As previously disclosed, on March 2, 2004, Footstar, Inc. (the
"Company") and substantially all of its subsidiaries (collectively, the
"Debtors") filed voluntary petitions under chapter 11 of title 11, United States
Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the
Southern District of New York (the "Court") (Case No. 04-22350 (ASH)) (the
"Chapter 11 Case"). The Debtors remain in possession of their assets and
properties, and continue to operate their businesses and manage their properties
as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy
Code.
On November 16, 2004, the Debtors filed with the Court their
monthly operating report for the month of October, 2004 (the "Monthly Operating
Report"). Exhibit 99.1 to this Current Report on Form 8-K contains the text of
the Monthly Operating Report required to be filed with the Court. This Current
Report (including the exhibit hereto) will not be deemed an admission as to the
materiality of any information required to be disclosed solely to satisfy the
requirements of Regulation FD.
The Monthly Operating Report may be available electronically, for
a fee, through the Court's Internet world wide web site located at
www.nysb.uscourts.gov.
Limitation on Incorporation by Reference
In accordance with General Instruction B.2 of Form 8-K, the
information in this Item 7.01 shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Cautionary Statements Regarding Financial and Operating Data
The Company cautions investors and potential investors not to
place undue reliance upon the information contained in the Monthly Operating
Report, and it was not prepared for the purpose of providing the basis for an
investment decision relating to any of the securities of any of the Debtors, or
any other affiliate of the Company. The Monthly Operating Report was not audited
or reviewed by independent accountants, is in a format prescribed by applicable
bankruptcy laws, and is subject to future adjustment and reconciliation. There
can be no assurance that, from the perspective of an investor or potential
investor in the Company's securities, the Monthly Operating Report is complete.
The Monthly Operating Report also contains information for periods which are
shorter or otherwise different from those required in the Company's reports
pursuant to the Exchange Act, and such information might not be indicative of
the Company's financial condition or operating results for the period that would
be reflected in the Company's financial statements or in its reports pursuant to
the Exchange Act. Results set forth in the Monthly Operating Report should not
be viewed as indicative of future results.
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report and the exhibits hereto may contain
forward-looking statements made in reliance upon the safe harbor provisions of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements may be identified
by their use of words, such as "anticipate," "estimates," "should," "expect,"
"guidance," "project," "intend," "plan," "believe" and other words and terms of
similar meaning. Factors that could affect the Company's forward-looking
statements include, among other things: the Company's ability to continue as a
going concern; its ability to operate pursuant to the terms of its debtor in
possession and exit financing facility; its ability to obtain Court approval and
any other required approvals with respect to motions in the Chapter 11 Case
prosecuted by the Company from time to time; its ability to develop, prosecute,
confirm and consummate one or more plans of reorganization with respect to the
Chapter 11 Case; risks associated with third parties seeking and obtaining Court
approval to terminate or shorten the exclusivity period that the Company has to
propose and confirm one or more plans of reorganization, to appoint a Chapter 11
trustee or to convert the Chapter 11 Case to Chapter 7 case; its ability to
obtain and maintain normal terms with vendors and service providers; and the
ability to maintain contracts that are critical to the Company's operations; the
audit of the restatement adjustments for fiscal years 1997 though 2001; the
audit of 2002, the review of the first three quarters of fiscal year 2003, the
audit of 2003 and the review of subsequent quarters by the Company's independent
public accountants; negative reactions from the Company's stockholders,
creditors or vendors to the results of the investigation and restatement or the
delay in providing financial information caused by the investigation and
restatement and the delisting of the Company's common stock from the New York
Stock Exchange; the impact and result of any litigation (including private
litigation), any action by the U.S. Securities and Exchange Commission (the
"SEC") or any investigation by any other governmental agency related to the
Company or the financial statement restatement process; additional delays in the
filing of reports with the SEC; the Company's ability to manage its operations
after the financial statement restatement process; the results of the Company's
exploration of strategic alternatives; the Company's ability to successfully
implement internal controls and procedures that ensure timely, effective and
accurate financial reporting; the continued effect of Kmart store closings on
Meldisco; the outcome of Kmart's challenge to the Company's motion to assume the
Company's agreements with Kmart; higher than anticipated employee levels,
capital expenditures and operating expenses, including the Company's ability to
reduce overhead and rationalize assets, both generally and with respect to
changes being implemented to address the results of the investigation and the
restatement; adverse results on the Company's business relating to increased
review and scrutiny by regulatory authorities, media and others (including any
internal analyses) of financial reporting issues and practices or otherwise; any
adverse developments in existing commercial disputes or legal proceedings;
volatility of the Company's stock price; and intense competition in the markets
in which the Company competes. Additionally, due to material uncertainties, it
is not possible to predict the length of time the Company will operate under
Chapter 11 protection, the outcome of the proceeding in general, whether the
Company will continue to operate under its current organizational structure, or
the effect of the proceeding on the Company's businesses and the interests of
various creditors and security holders.
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Because the information herein is based solely on data currently
available, it is subject to change as a result of events or changes over which
the Company may have no control or influence, and should not be viewed as
providing any assurance regarding the Company's future performance. Actual
results and performance may differ from the Company's current projections,
estimates and expectations and the differences may be material, individually or
in the aggregate, to the Company's business, financial condition, results of
operations, liquidity or prospects. Additionally, the Company is not obligated
to make public indication of changes in its forward-looking statements unless
required under applicable disclosure rules and regulations.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Monthly Operating Report filed with United States Bankruptcy
Court for the Southern District of New York.
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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.
Date: November 16, 2004
FOOTSTAR, INC.
By: /s/ Maureen Richards
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Maureen Richards
Senior Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Monthly Operating Report filed with United States Bankruptcy
Court for the Southern District of New York.
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