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) October 28, 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 direct and indirect 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 October 28, 2005, the Debtors filed with the Court their First
Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code
(the "Plan") and the related amended Disclosure Statement (the "Disclosure
Statement). Copies of the proposed Plan and the Disclosure Statement are
attached hereto as Exhibits 2.1 and 2.2, respectively.
Bankruptcy law does not permit solicitation of acceptances of the
Plan until the Bankruptcy Court approves the applicable Disclosure Statement
relating to the Plan as providing adequate information of a kind, and in
sufficient detail, as far as is reasonably practicable in light of the nature
and history of the Debtors and the condition of the Debtors' books and records,
that would enable a hypothetical reasonable investor typical of the holder of
claims or interests of the relevant class to make an informed judgment about the
Plan. Accordingly, this announcement is not intended to be, nor should it be
construed as, a solicitation for a vote on the Plan. The Plan will become
effective if and when it receives the requisite stakeholder approval and is
confirmed by the Court.
The Plan and Disclosure Statement may also 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 Disclosure Statement contains financial statements and other
financial information that have not been audited or reviewed by independent
accountants and may be subject to future reconciliation and adjustments. The
Disclosure Statement is in a format prescribed by the Bankruptcy Code and should
not be used for investment purposes. The Disclosure Statement contains
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information different from that required in the Company's reports pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and that
information might not be indicative of the Company's financial condition or
operating results that would be reflected in the Company's financial statements
or in its reports pursuant to the Exchange Act. Results set forth in the
Disclosure Statement should not be viewed as indicative of future results.
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 a 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;
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 or any investigation by any other
governmental agency related 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; 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.
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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.
2.1 Debtors' First Amended Joint Plan of Reorganization Under Chapter
11 of the Bankruptcy Code dated October 28, 2005
2.2 Disclosure Statement for Debtors' First Amended Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code dated
October 28, 2005
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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 1, 2005
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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2.1 Debtors' First Amended Joint Plan of Reorganization Under
Chapter 11 of the Bankruptcy Code dated October 28, 2005
2.2 Disclosure Statement for Debtors' First Amended Joint Plan
of Reorganization Under Chapter 11 of the Bankruptcy Code
dated October 28, 2005
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