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 22, 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
Cases"). 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 30, 2005, the Debtors filed with the Court an amendment
to their First Amended Joint Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code (the "Plan") and the related Disclosure Statement (the
"Disclosure Statement") that was originally filed with the Court on October 28,
2005. 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
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 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
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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.
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 8.01. OTHER EVENTS.
On November 22, the Court modified the Company's exclusive right to
file a plan of reorganization and solicit acceptance thereof to allow (i) the
official unsecured creditors' committee appointed in the Chapter 11 Cases (the
"Creditors' Committee") and (ii) the official equity committee appointed in the
Chapter 11 Cases (the "Equity Committee") to file their own plans of
reorganization and solicit votes of creditors and equity holders to accept any
of these plans.
On November 29, 2005, the Company issued a press release, a copy of
which is attached hereto as Exhibit 99.1 and incorporated by reference herein,
announcing that it has reached an agreement with the Creditors' Committee and
the Equity Committee with respect to all of the terms to be included in a
consensual plan of reorganization. The Plan and Disclosure Statement filed
herewith reflect the agreement reached with the Creditors' Committee and the
Equity Committee.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Exhibit
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2.1 Debtors' First Amended Joint Plan of
Reorganization Under Chapter 11 of the
Bankruptcy Code dated November 30, 2005
2.2 Disclosure Statement for Debtors' First Amended
Joint Plan of Reorganization Under Chapter 11
of the Bankruptcy Code dated November 30, 2005
99.1 Press release of the Company dated November 29,
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: December 2, 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 November 30, 2005
2.2 Disclosure Statement for Debtors' First Amended Joint Plan
of Reorganization Under Chapter 11 of the Bankruptcy Code
dated November 30, 2005
99.1 Press release of the Company dated November 29, 2005.
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