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) January 5, 2005
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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 certain 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 January 5, 2005, the Debtors filed with the Court their monthly
operating report for the month of November, 2005 (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 exhibit 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 pace at which Kmart terminates its
business relationship with the Company and the Company's ability to develop
viable business alternatives to offset the termination of such relationship; the
Company's ability to emerge from bankruptcy protection and operate as a going
concern without those protections; the Company's ability to operate pursuant to
the terms of its debtor in possession and exit financing facility and to
otherwise obtain financing necessary to operate the Company's business on
satisfactory terms both during and after its emergence from bankruptcy
protection; the Company's ability to obtain Court approval and any other
required approvals with respect to motions in the Chapter 11 Cases prosecuted by
the Company from time to time; the Company's ability to develop, prosecute,
confirm and consummate its plan of reorganization with respect to the Chapter 11
Cases; risks associated with third parties seeking and obtaining Court approval
to propose and confirm their own plan of reorganization, to appoint a Chapter 11
trustee or to convert the Chapter 11 Cases to Chapter 7 cases; the Company's
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 Company's compliance with the requirements of Sarbanes-Oxley;
negative reactions from the Company's stockholders, creditors or vendors to the
delay in providing financial information 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), or any action by the U.S. Securities
and Exchange Commission (the "SEC") relating to the Company or the financial
statement restatement process; the Company's ability to successfully implement
internal controls and procedures that ensure timely, effective and accurate
financial reporting; delays in the filing of required periodic or current
reports with the SEC; the Company's ability to reduce overhead costs
commensurate with any decline in sales; 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 made 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 of financial reporting
issues and practices or otherwise; any adverse developments in existing
commercial disputes or legal proceedings; intense competition in the markets in
which the Company competes; and the Company's ability to attract and retain
qualified personnel. 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 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 assumes no obligation to update any of its
forward-looking statements based on changes in assumptions, changes in results
or other events subsequent to the date hereof.
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: January 5, 2005
FOOTSTAR, INC.
By: /s/ Richard L. Robbins
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Richard L. Robbins
Senior Vice President of Financial
Reporting and Control
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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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