FOOTSTAR INC
8-K, 1998-12-04
SHOE STORES
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          =============================================================


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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)        December 3, 1998


                                 FOOTSTAR, INC.
             (Exact name of registrant as specified in its charter)


                                   Delaware
                 (State or other jurisdiction of incorporation)

               1-11681                              22-3439443
       ------------------------        ---------------------------------
       (Commission File Number)        (IRS Employer Identification No.)

                            933 MacArthur Boulevard
                            Mahwah, New Jersey 07430
                    (Address of principal executive offices)

                                 (201) 934-2000
              (Registrant's telephone number, including area code)


          =============================================================

<PAGE>

Item 5.  Other events.

         On December 3, 1998, Footstar,  Inc. (the "Company") announced November
sales results.  A copy of the Company's  press release dated December 3, 1998 is
attached hereto as Exhibit 99.

         By factoring  in sales  results  through  November  alone,  the Company
currently  project that earnings have been negatively  impacted by approximately
$.30 to $.35 per diluted share. Any potential  negative  deviation from expected
earnings for December would, of course, increase this amount.

         Except for the historical  information  contained  herein,  the matters
discussed in this Current Report are forward looking statements  including those
regarding the Company's  sales trends and earnings  expectations  for the fourth
quarter.  These statements  involve a number of risks and uncertainties that may
cause  actual  results to differ  from  those  expressed  in any of the  forward
looking statements.  Such risks and uncertainties  include,  but are not limited
to, uncertainties during the remainder of the quarter related to consumer demand
for  footwear,   warmer  than  expected  weather,  consumer  acceptance  of  our
merchandise  mix and retail  locations,  the effect of competitive  products and
pricing,  the  availability of products and carriers of products,  and the other
risks detailed in the Company's  Securities and Exchange Commission filings. The
Company undertakes no obligation to update forward looking statements to reflect
events and circumstances after the date made.


Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits
       
              99    Press Release of Footstar, Inc. dated December 3, 1998


<PAGE>


                                   SIGNATURES

           Pursuant to the requirements of the Securities  Exchange Act of 1934,
the  registration  has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.

                                                     FOOTSTAR, INC.

                                               
Dated: December 4, 1998                         By:  CARLOS E. ALBERINI
                                                     ------------------------
                                              Name:  Carlos E. Alberini
                                             Title:  Sr. Vice President and
                                                      Chief Financial Officer





Investor Contact:  Carlos Alberini             Media Contact:  Wendi Kopsick
                   Sr. Vice President & CFO                    Jim Fingeroth
                   Footstar, Inc.                              Kekst and Company
                   (201) 760-4008                              (212) 521-4800


                              FOR IMMEDIATE RELEASE


                     FOOTSTAR REPORTS NOVEMBER SALES RESULTS


MAHWAH, NEW JERSEY,  December 3, 1998 - Footstar, Inc. (NYSE:FTS) today reported
that  comparable  store sales for the four-week  period ended  November 28, 1998
decreased 12.7%. The Company's  Footaction division had a comparable store sales
decline  of  20.7%  in the  period,  while  Meldisco's  comparable  store  sales
decreased 9.5%.  Footstar's  total sales for the four-week period decreased 8.5%
to $145.5 million from $159.1 million for the  prior-year  period.  Footaction's
total sales  declined  14.5% to $40.6 million and  Meldisco's  decreased 6.0% to
$104.9 million.

Mickey  Robinson,   Chairman  and  Chief  Executive  Officer,  commented,  "Very
difficult  conditions  have  persisted  in  our  two  businesses,  resulting  in
disappointing  November  sales.  Footaction's  results  have  been  impacted  by
heightened   competitions,   sluggish  consumer  demand  for  athletic  footwear
partially caused by the NBA strike and the unseasonably  warm weather  affecting
sales of outerwear apparel. The warmer November weather also affected Meldisco's
sales significantly;  the sales loss in winter boots alone represented more than
the overall sales decline for the division in the month.

"In light of these  conditions,  we now believe that  earnings per diluted share
for the fourth  quarter  will be  substantially  below the $1.00 to $1.05  range
previously anticipated.  We currently project that the lower than expected sales
in November  alone could  negatively  impact  earnings for the period by $.30 to
$.35 per diluted share," Mr. Robinson said. "We will continue to monitor results
and to manage our two  businesses  carefully,  with a strict eye on cost control
and inventory management,  as we become even more selective heading into 1999 in
the use of capital for new stores and  conversions." 

For the forty-seven  week period ended November 28, 1998,  Footstar's same store
sales  decreased 0.8%.  Footaction's  same store sales rose 0.4%, and Meldisco's
same store sales decreased 1.4%. Footstar's total sales for the forty-seven week
period  increased  2.8%  to  $1,599.4  million  from  $1,555.8  million  for the
prior-year period.

As of November 28, 1998,  Footstar  operated 570 Footaction  stores,  which sell
branded  athletic  footwear  and apparel,  and 2,540  Meldisco  leased  footwear
departments.

Except for the historical information contained herein, the matters discussed in
this release are forward looking statements that involve risks and uncertainties
that may cause  actual  results  to differ  fro  those  expressed  in any of the
forward looking statements.  Such risks and uncertainties  include,  but are not
limited  to,  uncertainties  during  the  remainder  of the  quarter  related to
consumer demand for footwear,  warmer than expected weather, consumer acceptance
of our merchandise mix and retail locations,  the effect of competitive products
and pricing,  the availability of products,  and the other risks detailed in the
Company's Securities and Exchange Commission filings.



                             - ATTACHMENT FOLLOWS -


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<PAGE>


<TABLE>
<CAPTION>

                                 FOOTSTAR, INC.
                                SAME STORE SALES
                             CHANGE FROM PRIOR YEAR

                                 Four Weeks            Forty-Seven Weeks
                                   Ended                   Ended
                             November 28, 1998         November 28, 1998
<S>                              <C>                         <C>
Footaction                       (20.7%)                      0.4%
Meldisco                         ( 9.5%)                     (1.4%)
Footstar, Inc.                   (12.7%)                     (0.8%)

</TABLE>



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