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) SEPTEMBER 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.)
1 CROSFIELD AVENUE
WEST NYACK, NEW YORK 10994
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(Address of Principal Executive Offices) (Zip Code)
(845) 727-6500
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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 September 16, 2004, the Debtors filed with the Court their
monthly operating report for the month of August, 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 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 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 that will
enable the Company to achieve its cash flow projections; 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 the first two quarters of 2004 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 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 completing the restatement or the amendment of previously
filed reports or the filing of other reports with the SEC; the Company's ability
to manage its operations during and 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; 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. Because the information
herein is based solely on data currently available, it is subject to change as a
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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: September 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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