<PAGE> 1
UNITED STATES
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 EXCHANGE ACT OF 1934 for the fiscal year ended February 3, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period 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 required 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 $1,628,740,216 on April 12, 1996. For 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 47,904,124 shares.
The number of shares of Common Stock $.01 par value per share, outstanding as of
April 12, 1996, was 48,044,742 and there were no shares of Non-Voting Common
Stock, $.01 par value per share outstanding at that date.
<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 February 3, 1996, to include the following information and
financial statements required by Form 11-K with respect to the Consolidated
Stores Corporation Savings Plan (Plan) for the year ended December 31, 1995.
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Independent Auditors' Report
Financial Statements:
Statements of Net Assets Available for
Benefits as of December 31, 1995 and
December 31, 1994 4
Statement of Changes in Net Assets Available for
Benefits for the year ended December 31, 1995 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets Held for Investments as
of December 31, 1995 13
Schedule of Reportable Transactions in Excess of
Five Percent of Current Value of Plan Assets for the
Year Ended December 31, 1995 14
Exhibits:
Independent Auditors' Consent 15
Signatures 16
</TABLE>
<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, 1995 and 1994, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1995. 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 opinion.
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,
1995 and 1994, and the changes in net assets available for benefits for the year
ended December 31, 1995, 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, 1995, and (2) reportable
transactions in excess of five percent of the current value of Plan assets for
the year ended December 31, 1995, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplemental information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement 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 1995 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 10, 1996
<PAGE> 4
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
-----------------------------
1995 1994
------------ -----------
ASSETS
<S> <C> <C>
Investment in Securities (at market):
Consolidated Stores Corporation
Common Shares $ 10,094,107 $ 7,947,483
Investment in Mutual Funds:
Basic Value Fund 3,193,925 1,852,842
Capital Fund 1,017,587 475,766
Global Allocation Fund 1,018,709 683,837
Investment in Money Market Funds 3,614,944 3,011,055
Cash and temporary cash investments 18,689 39,770
Contribution receivable from:
Consolidated Stores Corporation 1,651,869 1,278,215
Participants 110,071 77,148
Interest receivable 152 14,118
Loans receivable 1,606,193 1,155,355
Receivable from nonqualified plan 254,788 216,335
------------ -----------
22,581,034 16,751,924
------------ -----------
LIABILITIES
Payable to Plan participants 72,398 41,410
Payable to others -- 9,269
------------ -----------
72,398 50,679
------------ -----------
$ 22,508,636 $16,701,245
============ ===========
</TABLE>
See notes to financial statements.
<PAGE> 5
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1995
-----------
<S> <C>
INCREASE IN PLAN ASSETS:
Contributions:
Participant contributions $ 3,240,937
Company contributions 1,652,003
Investment Income:
Interest 3,466
Dividend 520,091
Net appreciation in fair value of investments 2,075,541
-----------
TOTAL INCREASES 7,492,038
DECREASES IN PLAN ASSETS:
Distributions to Plan participants 1,684,647
-----------
TOTAL DECREASES 1,684,647
-----------
NET INCREASE IN PLAN ASSETS 5,807,391
NET ASSETS - BEGINNING OF YEAR 16,701,245
-----------
NET ASSETS - END OF YEAR $22,508,636
===========
</TABLE>
See notes to financial statements.
<PAGE> 6
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
PLAN DESCRIPTION
On December 31, 1995, there were 8,566 employees eligible to participate in the
Plan. On that date 3,094 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 31, 1996, Fifth Third Trust and
Investment Services was appointed as successor trustee to State Street Bank and
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
first day of the month following satisfaction of eligibility requirements. 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, 1995) 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.
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:
<PAGE> 7
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
PLAN DESCRIPTION - CONTINUED
<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 as of the most recent quarters end 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 the year. 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, 1995, net assets available for benefits
included benefits of $72,398 due to participants who have withdrawn from
participation in the Plan.
<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, 1995 and 1994, participants could direct
their contributions to different funds of the Plan as described below:
Money Market Funds
- ------------------
MERRILL LYNCH RETIREMENT PRESERVATION TRUST. The Merrill Lynch Retirement
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 recovering 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.
MERRILL LYNCH GLOBAL ALLOCATION FUND, INC. The Merrill Lynch Global Allocation
Fund, Inc. the ("Global Fund") is a non-diversified mutual fund seeking high
total investment return, consistent with prudent risk,
<PAGE> 9
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
Mutual Funds - Continued
- ------------------------
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.
<PAGE> 10
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM
<TABLE>
<CAPTION>
December 31, 1995
-------------------------------------------------------------------------------
Loan and Retirement
Number of Short-term Preservation Basic Value Capital Global
Shares Investment Trust Fund Fund Allocation
Fund Fund
---------- ---------- ---------- ---------- ----------- -------------
ASSETS
<S> <C> <C> <C> <C> <C> <C>
Investment in Securities (at market):
Consolidated Stores Corporation
Common Stock 466,780 $ -- $ -- $ -- $ -- $ --
Investment in Mutual Funds:
Basic Value Fund 112,820 -- -- 3,193,925 -- --
Capital Fund 33,309 -- -- -- 1,017,587 --
Global Allocation Fund 73,394 -- -- -- -- 1,018,709
Investment in Money Market Funds 3,614,944 -- 3,614,944 -- -- --
Cash and temporary cash investments 3,180 582 148 221 188
Contribution receivable from:
Consolidated Stores Corporation -- -- -- -- --
Participants -- 24,358 16,767 6,134 6,562
Interest receivable -- -- -- -- --
Loans receivable 1,606,193 -- -- -- --
Receivable from nonqualified plan -- 29,258 62,659 31,281 41,187
---------- ---------- ----------- -----------
1,609,373 3,669,142 3,273,499 1,055,223 1,066,646
LIABILITIES
Payable to Plan participants -- 9,857 24,026 8,810 8,836
---------- ---------- ---------- ----------- -----------
-- 9,857 24,026 8,810 8,836
---------- ---------- ---------- ----------- -----------
$1,609,373 $3,659,285 $3,249,473 $ 1,046,413 $ 1,057,810
========== ========== ========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
--------------------------
Company Stock Plan
Fund Total
----------- -----------
ASSETS
<S> <C> <C>
Investment in Securities (at market):
Consolidated Stores Corporation
Common Stock $10,094,107 $10,094,107
Investment in Mutual Funds:
Basic Value Fund -- 3,193,925
Capital Fund -- 1,017,587
Global Allocation Fund -- 1,018,709
Investment in Money Market Funds -- 3,614,944
Cash and temporary cash investments 14,370 18,689
Contribution receivable from:
Consolidated Stores Corporation 1,651,869 1,651,869
Participants 56,250 110,071
Interest receivable 152 152
Loans receivable -- 1,606,193
Receivable from nonqualified plan 90,403 254,788
----------- -----------
11,907,151 22,581,034
LIABILITIES
Payable to Plan participants 20,869 72,398
----------- -----------
20,869 72,398
----------- -----------
$11,886,282 $22,508,636
=========== ===========
</TABLE>
<PAGE> 11
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM - CONTINUED
<TABLE>
<CAPTION>
December 31, 1994
----------------------------------------------------------------------------------------
Number of Loan and Retirement Global
Shares Short-term Preservation Basic Value Capital Allocation Company Stock
Investment Trust Fund Fund Fund Fund
Fund
---------- ---------- ------------- ----------- -------- ---------- ------------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Investment in Securities (at market):
Consolidated Stores Corporation
Common Shares 426,710 $ -- $ -- $ -- $ -- $ -- $ 7,947,483
Investment in Mutual Funds:
Basic Value Fund 82,901 -- -- 1,852,842 -- -- --
Capital Fund 18,512 -- -- -- 475,766 -- --
Global Allocation Fund 55,915 -- -- -- -- 683,837 --
Investment in Money Market Funds 3,011,055 -- 3,011,055 -- -- -- --
Cash and temporary cash investments 2,704 2 -- 2 -- 37,062
Contribution receivable from:
Consolidated Stores Corporation -- -- -- -- -- 1,278,215
Participants -- 25,485 14,424 4,636 6,659 25,944
Interest receivable 12 13,954 -- -- -- 152
Loans receivable 1,155,355 -- -- -- -- --
Receivable from nonqualified plan -- 23,514 40,173 14,369 36,755 101,524
---------- ---------- ---------- -------- ---------- -----------
1,158,071 3,074,010 1,907,439 494,773 727,251 9,390,380
LIABILITIES
Payable to Plan participants -- 16,350 11,109 2,566 3,311 8,074
Payable to others -- -- -- -- -- 9,269
---------- ---------- ---------- -------- ---------- -----------
-- 16,350 11,109 2,566 3,311 17,343
---------- ---------- ---------- -------- ---------- -----------
$1,158,071 $3,057,660 $1,896,330 $492,207 $ 723,940 $ 9,373,037
========== ========== ========== ======== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1994
-----------------
Plan
Total
-----------
ASSETS
<S> <C>
Investment in Securities (at market):
Consolidated Stores Corporation
Common Shares $ 7,947,483
Investment in Mutual Funds:
Basic Value Fund 1,852,842
Capital Fund 475,766
Global Allocation Fund 683,837
Investment in Money Market Funds 3,011,055
Cash and temporary cash investments 39,770
Contribution receivable from:
Consolidated Stores Corporation 1,278,215
Participants 77,148
Interest receivable 14,118
Loans receivable 1,155,355
Receivable from nonqualified plan 216,335
-----------
16,751,924
LIABILITIES
Payable to Plan participants 41,410
Payable to others 9,269
-----------
50,679
-----------
$16,701,245
===========
</TABLE>
<PAGE> 12
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM
<TABLE>
<CAPTION>
December 31, 1995
----------------------------------------------------------------------------------
Loan and Retirement Global Company
Short-term Preservation Basic Value Capital Allocation Stock Fund
Investment Trust Fund Fund Fund
Fund
----------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
INCREASE IN PLAN ASSETS:
Contributions:
Participant contributions -- $ 952,802 $ 703,720 $ 265,357 $ 312,312 $ 1,006,746
Company contributions -- -- -- -- -- 1,652,003
Investment Income:
Interest 463 -- -- -- -- 3,003
Dividend -- 198,394 138,745 101,333 81,619 --
Loan repayments, including interest -- -- -- -- -- --
Net appreciation in fair value of
investments -- -- 551,425 108,442 100,861 1,314,813
----------- ---------- ----------- ----------- ---------- -----------
TOTAL INCREASES 463 1,151,196 1,393,890 475,132 494,792 3,976,565
DECREASES IN PLAN ASSETS:
Distributions to Plan participants -- 460,219 258,043 77,353 94,551 794,481
Interfund transfers - net (450,839) 89,352 (217,296) (156,427) 66,371 668,839
----------- ---------- ----------- ----------- ---------- -----------
TOTAL DECREASES (450,839) 549,571 40,747 (79,074) 160,922 1,463,320
----------- ---------- ----------- ----------- ---------- -----------
NET INCREASE IN PLAN ASSETS 451,302 601,625 1,353,143 554,206 333,870 2,513,245
NET ASSETS - BEGINNING OF YEAR 1,158,071 3,057,660 1,896,330 492,207 723,940 9,373,037
----------- ---------- ----------- ----------- ---------- -----------
NET ASSETS - END OF YEAR $ 1,609,373 $3,659,285 $ 3,249,473 $ 1,046,413 $1,057,810 $11,886,282
=========== ========== =========== =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1995
----------------
Plan
Total
-----------
INCREASE IN PLAN ASSETS:
<S> <C>
Contributions:
Participant contributions $ 3,240,937
Company contributions 1,652,003
Investment Income:
Interest 3,466
Dividend 520,091
Loan repayments, including interest --
Net appreciation in fair value of
investments 2,075,541
-----------
TOTAL INCREASES 7,492,038
DECREASES IN PLAN ASSETS:
Distributions to Plan participants 1,684,647
Interfund transfers - net --
-----------
TOTAL DECREASES 1,684,647
-----------
NET INCREASE IN PLAN ASSETS 5,807,391
NET ASSETS - BEGINNING OF YEAR 16,701,245
-----------
NET ASSETS - END OF YEAR $22,508,636
===========
</TABLE>
<PAGE> 13
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Purchase Cost Market Value
----------------------- --------------------
Security Description No. of Share or Total Share or Total
Shares or Unit Unit
Units
- -------------------------------- --------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C>
COMPANY STOCK FUND
- ------------------
Consolidated Stores Corporation
Common Stock 466,780 $ 17.835 $8,325,076 $ 21.625 $10,094,107
MUTUAL FUNDS
- ------------
Merrill Lynch Basic Value Fund 112,820 23.717 2,675,770 28.310 3,193,925
Merrill Lynch Global
Allocation Fund 73,394 12.987 953,199 13.880 1,018,709
Merrill Lynch Capital Fund 33,309 28.471 948,334 30.550 1,017,587
MONEY MARKET FUNDS
- ------------------
Merrill Lynch Retirement
Preservation Trust 3,614,944 1.000 3,614,944 1.000 3,614,944
</TABLE>
<PAGE> 14
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
FIVE PERCENT OF CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
No. of
Security Description Type/ No. of Shares or Purchase Gain
Transactions Units Cost Proceeds (Loss)
- -------------------------------- ------------ --------- ------- -------- ------
<S> <C> <C> <C> <C> <C>
COMPANY STOCK FUND
Consolidated Stores Corporation
Common Stock Sale/121 76,896 $ 1,415,425 $ 1,572,662 $ 157,237
Consolidated Stores Corporation
Common Stock Purchase/108 117,950 2,288,201 -- --
MUTUAL FUNDS
- ------------
Merrill Lynch Basic Value Fund Sale/71 16,965 381,989 483,256 101,267
Merrill Lynch Basic Value Fund Purchase/111 47,770 1,247,736 -- --
Merrill Lynch Global
Allocation Fund Sale/67 14,285 181,594 187,280 5,686
Merrill Lynch Global
Allocation Fund Purchase/90 32,206 427,039 -- --
Merrill Lynch Capital Fund Sale/58 5,860 161,538 171,638 10,100
Merrill Lynch Capital Fund Purchase/102 20,827 609,862 -- --
MONEY MARKET FUNDS
- ------------------
Merrill Lynch Retirement
Preservation Trust Sale/83 813,822 813,822 813,822 --
Merrill Lynch Retirement
Preservation Trust Purchase/113 1,426,782 1,426,782 -- --
</TABLE>
<PAGE> 15
INDEPENDENT AUDITORS' 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 10, 1996, accompanying
the financial statements of the Consolidated Stores Corporation Savings Plan on
Form 10-K/A Amendment No. 1 to the Annual Report on Form 10-K of Consolidated
Stores Corporation for the fiscal year ended February 3, 1996.
DELOITTE & TOUCHE LLP
Dayton, Ohio
June 21, 1996
<PAGE> 16
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/ Brad A.Waite
------------------------------------
Brad A. Waite, Senior Vice President
Human Resources
Dated: June 21, 1996
