<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] AMENDMENT NO.1 TO ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES ACT OF 1934
For the fiscal year ended January 28, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------- --------------
Commission file number 1-8897
CONSOLIDATED STORES CORPORATION
(Exact name of registrant as it appears in its charter)
Delaware 06-1119097
State of incorporation I.R.S. Employer Identification Number
1105 North Market Street, Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
(Address of principal executive offices)
(302) 478-4896
Securities registered pursuant to Section 12(b) of the Act:
-----------------------------------------------------------
Name of each Exchange
Title of each class on which registered
------------------- -----------------------
Common Stock $.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Indicate whether the Registrant (1) has filed all reports to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
Indicate if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in a definitive proxy or information statement
incorporated by reference in Part III of this FORM 10-K or any amendment to
this FORM 10-K [ ]
The aggregate market value (based on the closing price on the New York Stock
Exchange) of the Common Stock of the Registrant held by non affiliates of the
Registrant was $948,695,418 on March 31, 1995. For the purposes of this
response, executive officers and directors are deemed to be the affiliates of
the Registrant and the holdings by non affiliates was computed as 47,140,145
shares.
The number of shares of Common Stock $.01 par value per share, outstanding as
of March 31, 1995, was 47,255,618 and there were no shares of Non-Voting Common
Stock, $.01 par value per share outstanding at that date.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
Portions of the Registrant's Proxy Statement are incorporated into Part III.
<PAGE> 2
Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant hereby amends its annual report on Form 10-K for the
fiscal year ended January 28, 1995 to include the following information and
financial statements required by Form 11-K with respect to the Consolidated
Stores Savings Plan (Plan) for the year ended December 31, 1994.
<TABLE>
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
TABLE OF CONTENTS
Page No.
--------
<S> <C>
Independent Auditors' Report 3
Financial Statements:
Statement of Net Assets Available for
Benefits as of December 31, 1994 and
December 31, 1993 4
Statement of Changes in Net Assets Available
for Benefits for the year ended December 31, 1994 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets Held for Investment as of
December 31, 1994 12
Schedule of Reportable Transactions in Excess of
Five Percent of Current Value of Plan Assets for the
Year Ended December 31, 1994 13
Exhibits:
Independent Auditors' Consent 14
Signatures 15
</TABLE>
2
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Plan Administrator of the
Consolidated Stores Corporation Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the CONSOLIDATED STORES CORPORATION SAVINGS PLAN (the Plan) as of
December 31, 1994 and 1993, and the related statement of changes in net assets
available for benefits for the year ended December 31, 1994. These financial
statements are the responsibility of the Plan Administrator. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinon.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1994 and 1993 and the changes in net assets available for the benefits for the
year ended December 31, 1994, in conformity with generally accepted accounting
principles. Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental schedules
of (1) assets held for investment as of December 31, 1994, and (2) reportable
transactions in excess of five percent of the current value of Plan assets for
the year ended December 31, 1994, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Income Security Act
of 1974. These schedules are the responsibility of the Plan's administrator.
Such schedules have been subjected to the auditing procedures applied in our
audit of the basic 1994 financial statements and, in our opinion, are fairly
stated in all material respects when considered in relation to the basic
financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Dayton, Ohio
June 27, 1995
3
<PAGE> 4
<TABLE>
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
-----------------
1994 1993
---- -----
ASSETS
<S> <C> <C>
Investment in securities:
Consolidated Stores Corporation
Common Shares $ 7,947,483 $ 6,840,014
Mutual funds 3,012,445 2,278,871
Money market funds 3,011,055 2,289,869
Cash and temporary cash investments 39,770 44,134
Contribution receivable from
Consolidated Stores Corporation 1,278,215 1,340,569
Interest receivable 14,118 92
Loans receivable 1,155,355 1,023,211
Receivable from participants 77,148 -
Receivable from nonqualified plan 216,335 251,887
----------- -----------
16,751,924 14,068,647
----------- -----------
LIABILITIES
Payable to Plan participants 41,410 15,864
Payable to others 9,269 53,892
----------- -----------
50,679 69,756
----------- -----------
Net assets $16,701,245 $13,998,891
=========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE> 5
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
December 31,
1994
--------------
INCREASES IN PLAN ASSETS:
<S> <C>
Contributions:
Participant contributions $ 3,050,405
Company contribution 1,219,196
Investment Income:
Interest 1,027
Dividends 326,217
Loan Repayments, including interest 589,522
-------------
Total increases 5,186,367
-------------
DECREASES IN PLAN ASSETS:
Distributions to Plan participants 1,925,009
Net depreciation in fair value of investments 559,004
-------------
Total decreases 2,484,013
-------------
NET INCREASE IN PLAN ASSETS 2,702,354
NET ASSETS - Begining of year 13,998,891
-------------
NET ASSETS - End of year $16,701,245
=============
</TABLE>
See notes to financial statements.
5
<PAGE> 6
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
PLAN DESCRIPTION
- ----------------
On December 31, 1994, there were 9,664 employees eligible to participate in the
Plan. On that date 3,224 were participating.
The following brief description of the Consolidated Stores Corporation Savings
Plan ("Plan") provides only general information. Participants should refer to
the Plan document for more complete information.
The purposes of the Plan are to encourage employee savings, to facilitate
employee ownership of the Common Stock of Consolidated Stores Corporation, and
to provide benefits during the employee's participation in the Plan and upon
retirement, death, disability or termination of employment.
The administrator of the Plan is Consolidated Stores Corporation Savings Plan
Committee ("Committee"). Effective January 15, 1993, State Street Bank and
Trust Company was appointed as successor trustee to Merrill Lynch Trust
Company. (see TRUST AGREEMENT).
All employees of Consolidated Stores Corporation and any of its subsidiaries
("Company") which have adopted the Plan are eligible to participate.
Participants must have attained age twenty-one and have completed one year of
service prior to eligibility. Eligible employees may begin participation on the
January 1, April 1, July 1, or October 1 ("Participation Date") coinciding with
or next following the date they have met the age and service requirements
described above. For any plan year, participants may contribute to the Plan any
whole dollar amount not less than 1% of their compensation for such plan year
but not more than the lesser of $7,000 (or such larger amount in accordance
with Code Section 415(d) which is $9,240 as of January 1, 1994) or 15% of their
compensation for the plan year. The Company made matching contributions to the
Plan on behalf of participants in an amount equal to 100% of the first 1%, 75%
of the second 1%, and 50% of the next 4%, of the employee's first 6%
contribution. The Company's matching contributions will always be made in the
form of Common Stock of the Company.
Participants may elect to allocate their elective contribution to any of the
Investment Funds (See INVESTMENT PROGRAMS) in increments of 25%. Additionally,
this allocation may be revised or investment balances may be transferred by the
participant upon notifying participant services by telephone.
Each participant shall be fully vested in the Company's matching contributions
allocable to their account in the event of retirement or other termination of
employment on or after his or her 65th birthday, on account of disability, as
defined, or by reason of death.
6
<PAGE> 7
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
PLAN DESCRIPTION -- CONTINUED
- -----------------------------
A participant whose employment terminates under circumstances other than
those described in the preceding paragraph will be vested in a portion of the
Company's matching contribution based on years of service as follows:
<TABLE>
<CAPTION>
Vested
Years of Service Percentage
--------------------------- ------------
<S> <C>
Less than 2 --
At least 2 but less than 3 25
At least 3 but less than 4 50
At least 4 but less than 5 75
5 or more 100
</TABLE>
The portion of the Company's matching contribution that is not fully vested
will be forfeited at the time employment terminates. The Company has the right
to terminate or amend the Plan at any time. In the event of termination, the
Plan assets will be distributed to the participants, after payment of any
expenses properly chargeable thereto, in proportion to their respective account
balances.
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan transactions are treated as a transfer to the Loan and Short Term
Investment fund from the Participant investment funds. One loan per
participant may be outstanding at any time and the loan term may not exceed 5
years. Loans are secured by the balance in the participant's account and bear
interest at the prime rate plus 1% (rounded to the next 1/4%) as quoted in THE
WALL STREET JOURNAL when the loan application is approved. Loan repayments,
including interest, are through regular payroll deductions. Loan balance may be
paid off at any time without penalty.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------
BASIS OF ACCOUNTING. The financial statements of the Plan are prepared on the
accrual basis of accounting.
INVESTMENTS. Investments are reflected in the accompanying statement of net
assets available for benefits at market value, which is the valuation of the
security or interest in an equity fund at year-end as determined by the quoted
market price.
NET APPRECIATION (DEPRECIATION) ON INVESTMENTS. Realized gains and losses are
determined on a first-in, first-out basis utilizing a revalued cost which is
calculated using beginning of the year market values, or purchase price if
acquired during theyear. Unrealized appreciation (depreciation) of
investments is calculated as the market value at the end of the year less the
market value at the beginning of the year, or purchase price if acquired during
the year.
BENEFITS PAYABLE. As of December 31, 1994, net assets available for benefits
included benefits of $41,410 due to participants who have withdrawn from
participation in the Plan.
7
<PAGE> 8
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
TRUST AGREEMENT
- ---------------
Under a trust agreement, State Street Bank and Trust Company is responsible for
investing the participants' contributions in the funds designated by each
participant. In addition, the trustee processes and distributes all
distributions from the Plan based on information provided by the Company.
Administrative fees due under the trust agreement are paid by the Company.
INVESTMENT PROGRAMS
- -------------------
During the years ended December 31, 1994 and 1993, participants could direct
their contributions to different funds of the Plan as described below:
MERRILL LYNCH RETIREMENT PRESERVATION TRUST. The Merrill Lynch Preservation
Trust (the "RP Trust") is a collective trust fund that invests primarily in
Investment Contracts (GICs) and United States Government and United States
Government Agency securities. The RP Trust invests a lesser portion of the
portfolio in high quality, money market instruments. The RP Trusts primary
objective is to achieve high current income consistent with preservation of
capital and liquidity. Dividends are declared and invested daily.
Mutual Funds
- ------------
MERRILL LYNCH BASIC VALUE FUND, INC. The Merrill Lynch Basic Value Fund, Inc.
(The "BV Fund") is a diversified, open-end, investment company seeking capital
appreciation and, secondarily, income by investing in securities, primarily
equities, that management of the BV Fund believes are undervalued and therefore
represent basic investment value. The BV Fund seeks special opportunities in
securities that are selling at a discount either from book values or historical
price-earnings ratios, or seem capable of recoving from temporarily out of
favor conditions. Particular emphasis is placed on securities which provide an
above average dividend return and sell at below average price-earnings ratio.
MERRILL LYNCH CAPITAL FUND, INC. The Merrill Lynch Capital Fund, Inc. (the
"Capital Fund") seeks to achieve the highest total investment return
consistent with prudent risk through a fully managed investment policy
utilizing equity, debt and convertible securities. This permits management of
the Capital Fund to vary investment policy based on evaluation of changes in
economic and market trends. Total investment return is the aggregate of income
and capital value changes. Consistent with this policy, the Capital Fund's
portfolio may, at any given time, be invested substantially in equity
securities, corporate bonds or money market securities. It is the expectation
of the Capital Fund's management that, over a longer period, a major portion of
the Capital Fund's portfolio will consist of equity securities of larger market
capitalization, quality companies.
8
<PAGE> 9
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
INVESTMENT PROGRAMS -- CONTINUED
- --------------------------------
Mutual Funds -- Continued
- -------------------------
MERRILL LYNCH GLOBAL ALLOCATION FUND, INC. The Merrill Lynch Global Allocation
Fund, Inc. ("Global Fund") is a non-diversified mutual fund seeking high total
investment return, consistent with prudent risk, through a fully-managed
investment policy utilizing United States and foreign equity, debt, and money
market instruments, the combination of which will be varied from time to time
both with respect to types of securities and markets in response to changing
market and economic trends. Total investment return is the aggregate of capital
value changes and income. The Global Fund may employ a variety of instruments
and techniques to enhance income and to hedge against market and currency risk.
Company Stock Fund
- ------------------
CONSOLIDATED STORES CORPORATION STOCK FUND. Contributions are invested in
Common Shares of Consolidated Stores Corporation. All employer matching
contributions are made to this fund.
TAX STATUS
- ----------
The Plan and its Trust qualify for special tax treatment under Sections 401(a),
401(k), and 501(a) of the Internal Revenue Code of 1986, as amended.
Qualification under these sections means the Plan is exempt from Federal
income tax. Accordingly, no provision for Federal income taxes has been made in
the accompanying financial statements.
9
<PAGE> 10
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
<TABLE>
<CAPTION>
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM
- -------------------------------------------------------
DECEMBER 31, 1994
-------------------------------------------------------------------------------------------------
LOAN AND
NUMBER SHORT TERM RETIREMENT GLOBAL
OF SHARES INVESTMENT PRESERVATION BASIC VALUE CAPITAL ALLOCATION COMPANY
FUND TRUST FUND FUND FUND STOCK FUND TOTAL
--------- ---------- ------------ ----------- ------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Consolidated Stores Corporation
Common Shares 426,710 $ - $ - $ - $ - $ - $7,947,483 $7,947,483
Investment in Mutual Funds:
Basic Value Fund 82,901 - - 1,852,842 - - - 1,852,842
Capital Fund 18,512 - - - 475,766 - - 475,766
Global Allocation Fund 55,915 - - - - 683,837 - 683,837
Investment in Money Market Funds 3,011,055 - 3,011,055 - - - - 3,011,055
Cash and temporary cash investments 2,704 2 - 2 - 37,062 39,770
Contribution receivable from
Consolidated Store Corporation - - - - - 1,278,215 1,278,215
Participants - 25,485 14,424 4,636 6,659 25,944 77,148
Interest receivable 12 13,954 - - - 152 14,118
Loans receivable 1,155,355 - - - - - 1,155,355
Receivable from nonqualified plan - 23,514 40,173 14,369 36,755 101,524 216,335
---------- ---------- ---------- -------- -------- ---------- -----------
1,158,071 3,074,010 1,907,439 494,773 727,251 9,390,380 16,751,924
LIABILITIES
Payable to plan participants - 16,350 11,109 2,566 3,311 8,074 41,410
Payable to others - - - - - 9,269 9,269
---------- ---------- ---------- ------- -------- ---------- -----------
- 16,350 11,109 2,566 3,311 17,343 50,679
---------- ---------- ---------- ------- -------- ---------- -----------
NET ASSETS $1,158,071 $3,057,660 $1,896,330 $492,207 $723,940 $9,373,037 $16,701,245
========== ========== ========== ======== ======== ========= ===========
DECEMBER 31, 1993
-------------------------------------------------------------------------------------------------
ASSETS
Consolidated Stores Corporation
Common Shares 344,152 $ - $ - $ - $ - $ - $6,840,014 $6,840,014
Investment in Mutual Funds:
Basic Value Fund 63,400 - - 1,481,667 - - - 1,481,667
Capital Fund 10,533 - - - 294,621 - - 294,621
Global Allocation Fund 38,017 - - - - 502,583 - 502,583
Investment in Money Market Funds 2,289,869 - 2,289,869 - - - - 2,289,869
Cash and temporary cash investments 2,636 1 - - - 41,497 44,134
Contribution receivable from
Consolidated Store Corporation - - - - - 1,340,569 1,340,569
Interest receivable 6 - - - - 86 92
Loans receivable 1,023,211 - - - - - 1,023,211
Receivable from nonqualified plan - 29,862 37,951 22,887 32,604 128,583 251,887
---------- ---------- ---------- -------- -------- ---------- -----------
1,025,853 2,319,732 1,519,618 317,508 535,187 8,350,749 14,068,647
LIABILITIES
Payable to plan participant - 4,900 5,417 44 1,424 4,079 15,864
Payable to others - 8,894 3,835 1,395 1,433 38,335 53,892
---------- ---------- ---------- ------- -------- ---------- -----------
- 13,794 9,252 1,439 2,857 42,414 69,756
---------- ---------- ---------- ------- -------- ---------- -----------
NET ASSETS $1,025,853 $2,305,938 $1,510,366 $316,069 $532,330 $8,308,335 $13,998,891
========== ========== ========== ======== ======== ========== ===========
10
<PAGE> 11
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM
- ------------------------------------------------------------------
<CAPTION>
DECEMBER 31, 1994
-------------------------------------------------------------------------------
LOAN AND
SHORT TERM RETIREMENT BASIC GLOBAL
INVESTMENT PRESERVATION VALUE CAPITAL ALLOCATION COMPANY
FUND TRUST FUND FUND FUND STOCK FUND TOTAL
---------- ---------- ---------- -------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCREASES IN NET ASSETS:
Participant contributions $ -- $ 938,461 $ 567,749 $215,509 $313,215 $1,015,471 $ 3,050,405
Company contribution -- -- -- -- -- 1,219,196 1,219,196
Interest 123 -- -- -- -- 904 1,027
Dividends -- 142,336 108,143 37,426 38,312 -- 326,217
Loan repayments, including interest 589,522 -- -- -- -- -- 589,522
---------- ---------- ---------- -------- -------- ---------- -----------
TOTAL INCREASES 589,645 1,080,797 675,892 252,935 351,527 2,235,571 5,186,367
DECREASES IN NET ASSETS:
Distributions to Plan participants -- 296,304 166,303 34,822 81,309 695,771 1,274,509
Loan distributions 650,500 -- -- -- -- -- 650,500
Net depreciation in fair value of
investments -- -- 78,952 35,488 53,673 390,891 559,004
Interfund transfers -- net (193,073) 32,771 44,673 6,487 24,935 84,207 --
---------- ---------- ---------- -------- -------- ---------- -----------
TOTAL DECREASES 457,427 329,075 289,928 76,797 159,917 1,170,869 2,484,013
---------- ---------- ---------- -------- -------- ---------- -----------
NET INCREASE IN NET ASSETS 132,218 751,722 385,964 176,138 191,610 1,064,702 2,702,354
NET ASSETS -- Beginning of year 1,025,853 2,305,938 1,510,366 316,069 532,330 8,308,335 13,998,891
---------- ---------- ---------- -------- -------- ---------- -----------
NET ASSETS -- End of year $1,158,071 $3,057,660 $1,896,330 $492,207 $723,940 $9,373,037 $16,701,245
========== ========== ========== ======== ======== ========== ===========
</TABLE>
11
<PAGE> 12
<TABLE>
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1994
<CAPTION>
Purchase Cost Market Value
No. of -------------------------- ----------------------------
Shares/ Share/ Share/
Security Description Units Unit Total Unit Total
- ------------------------------------------------- --------- ------- ---------- ------- ----------
<S> <S> <S> <S> <S> <S>
COMPANY STOCK FUND
- ------------------
Consolidated Stores Corporation Common Shares 426,710 $17.847 $7,615,399 $18.625 $7,947,483
MUTUAL FUNDS
- ------------
Merrill Lynch Basic Value Fund 82,901 21.932 1,818,142 22.350 1,852,842
Merrill Lynch Global Allocation Fund 55,915 12.729 711,760 12.230 683,837
Merrill Lynch Capital Fund 18,512 27.234 504,163 25.700 475,766
MONEY MARKET FUNDS
- ------------------
Merrill Lynch Retirement Preservation Trust 3,011,055 1.000 3,011,055 1.000 3,011,055
</TABLE>
12
<PAGE> 13
<TABLE>
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
FIVE PERCENT OF CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1994
<CAPTION>
No. of
Type/No. of Shares or Purchase Gain
Security Description Transactions Units Cost Proceeds (Loss)
- ----------------------------------- ------------ --------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
COMPANY STOCK FUND
- ------------------
Consolidated Stores Corporation
Common Shares Sale/87 42,883 $ 836,538 $702,488 $(134,050)
Consolidated Stores Corporation
Common Shares Purchase/103 125,441 2,212,311 -- --
MUTUAL FUNDS
- ------------
Merrill Lynch Basic Value Fund Sale/64 9,008 210,760 210,975 215
Merrill Lynch Basic Value Fund Purchase/94 28,509 661,102 -- --
Merrill Lynch Global Allocation
Fund Sale/53 10,356 137,346 137,317 (29)
Merrill Lynch Global Allocation
Fund Purchase/80 28,254 372,244 -- --
Merrill Lynch Capital Fund Sale/52 1,550 43,280 42,688 (592)
Merrill Lynch Capital Fund Purchase/77 9,529 259,323 -- --
MONEY MARKET FUNDS
- ------------------
Merrill Lynch Retirement
Preservation Trust Sale/64 287,269 287,269 287,269 --
Merrill Lynch Retirement
Preservation Trust Purchase/99 1,008,455 1,008,455 -- --
</TABLE>
13
<PAGE> 14
INDEPENDENT AUDITOR'S CONSENT
-----------------------------
We consent to the incorporation by reference in (i) Registration Statement No.
33-42502 on Form S-8 pertaining to Consolidated Stores Corporation Director
Stock Option Plan (ii) Registration Statement No. 33-42692 on Form S-8
pertaining to Consolidated Stores Corporation Supplemental Savings Plan (iii)
Post Effective Amendment No. 2 to Registration Statement No. 33-6068 on Form
S-8 pertaining to Consolidated Stores Corporation Executive Stock Option and
Stock Appreciation Rights Plan (iv) Post Effective Amendment No. 1 to
Registration Statement No. 33-19378 on Form S-8 pertaining to Consolidated
Stores Corporation 1987 Restricted Stock Plan and (v) Post Effective Amendment
No. 1 to Registration Statement No. 33-19309 on Form S-8 pertaining to
Consolidated Stores Corporation Savings Plan of our report dated June 27, 1995,
accompanying the financial statements of the Consolidated Stores Corporation
Savings Plan on Form 10K/A Amendment No. 1 to the Annual Report on Form 10-K of
Consolidated Stores Corporation for the fiscal year ended January 28, 1995.
DELOITTE & TOUCHE LLP
Dayton, Ohio
June 27, 1995
14
<PAGE> 15
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant and the administrators of the Plan have duly caused this amendment
to its annual report on Form 10-K to be signed on its behalf by the undersigned
hereunto duly authorized.
CONSOLIDATED STORES
CORPORATION
By: /s/ William G. Kelley
------------------------------------
William G. Kelley, Chairman
and Chief Executive
Officer
By: /s/ Michael J. Potter
------------------------------------
Michael J. Potter, Senior Vice
President, Chief Financial
Officer and Principal Accounting
Officer
CONSOLIDATED STORES
CORPORATION SAVINGS PLAN
By: /s/ M. Steven Bromet
------------------------------------
M. Steven Bromet, Senior Vice
President Information Services
Dated: June 27, 1995
15
