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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 15, 1998
CONSOLIDATED STORES CORPORATION
(Exact Name of Registrant as Specified in Charter)
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<S> <C> <C>
DELAWARE 1-8897 06-1119097
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
300 Phillipi Road, P. O. Box 28512, Columbus, Ohio 43228-0512
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (614)-278-6800
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ITEM 5. OTHER EVENTS.
On January 15, 1998, the stockholders of Consolidated Stores
Corporation ("Consolidated") approved the share issuance pursuant to the terms
of the Agreement and Plan of Merger, dated November 4, 1997, among Consolidated,
MBC Consolidated Acquisition Corporation ("Sub") and Mac Frugal's Bargains -
Close-outs, Inc. ("Mac Frugal's"), whereby Sub will be merged with and into Mac
Frugal's, resulting in Mac Frugal's being a wholly-owned subsidiary of
Consolidated (the "Merger"). In connection with the Stockholder approval of the
share issuance, Consolidated issued a press release dated January 15, 1998. A
copy of the press release is attached to this Form 8-K as Exhibit "1."
On January 16, 1998, Mac Frugal's and Sub consummated the Merger.
In connection with the consummation of the Merger, Consolidated issued a press
release dated January 16, 1998. A copy of the press release is attached to
this Form 8-K as Exhibit "2."
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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.
CONSOLIDATED STORES CORPORATION
Date: January 16, 1998 By: /s/ Michael J. Potter
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Michael J. Potter
Senior Vice President and
Chief Financial Officer
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Exhibit 1
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: Michael J. Potter
Senior Vice President
and Chief Financial Officer
(614) 278-6622
CONSOLIDATED STORES AND MAC FRUGAL'S
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STOCKHOLDERS APPROVE MERGER
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Columbus, Ohio - January 15, 1998 - Consolidated Stores Corporation
(NYSE: CNS) and Mac Frugal's Bargains-Closeouts Inc. (NYSE: MFI), announced
today that stockholders have approved the merger of the two companies and
related matters. The merger is expected to close January 16, 1998.
The final exchange ratio will equal 0.94 of a Consolidated Stores share for
each share of Mac Frugal's. The exchange ratio is based on the Consolidated
Stores twenty day average closing price per share of $42.98 on the New York
Stock Exchange ("NYSE") as reported on the NYSE Composite Tape as of January
13, 1998. Using this exchange ratio, Consolidated Stores will issue
approximately 23.4 million shares, which would have a value of approximately
$1.012 billion based upon Consolidated's closing price of $43.25 on January 14,
1998.
Consolidated Stores Corporation, a leading value retailer specializing in toys
and close-out merchandise, operates a total of 1,985 stores in all 50 states
and Puerto Rico. Stores by division consist of: 1,277 toy and close-out toy
stores operating as K-B TOYS, K-B TOY WORKS and K-B TOY OUTLET and 708 closeout
stores operating as ODD LOTS and BIG LOTS. Wholesale operations are conducted
through CONSOLIDATED INTERNATIONAL and WISCONSIN TOY.
Mac Frugal's, headquartered in Dominquez, California, operates a chain of 326
closeout retail stores in 18 states. These stores do business as PIC 'N' SAVE
and MAC FRUGAL'S BARGAINS-CLOSE-OUTS.
With the exception of historical information, statements contained in this news
release are forward-looking statements that are subject to risks and
uncertainties, including, but not limited to, competitive pressures, inflation,
consumer debt levels, currency fluctuations, trade restrictions, capital market
conditions and other risks indicated in the Company's filings with the
Securities and Exchange Commission. Actual results may materially differ from
anticipated results described in such statements.
[Consolidated Stores Logo]
Shareholder Relations Department
300 Phillipi Road
P.O. Box 28512
Columbus, Ohio 43228-0512
Phone (614) 278-6800 Fax (614) 278-6666
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Exhibit 2
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: Michael J. Potter
Senior Vice President
and Chief Financial Officer
Michael Wagner
Dir. of Investor Relations
(614) 278-6622
CONSOLIDATED STORES COMPLETES ACQUISITION
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OF MAC FRUGAL'S
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Columbus, Ohio - January 16, 1998 - Consolidated Stores Corporation (NYSE:
CNS), announced that the acquisition of Mac Frugal's Bargains Close-outs Inc.
(formerly NYSE: MFI) was completed today.
Commenting on the acquisition, Mr. William G. Kelley, Chairman and Chief
Executive Officer stated, "We are pleased to welcome our new associates,
customers and stockholders to Consolidated Stores. The combination of our two
companies is an exciting event that creates a multitude of opportunities for us
in the future. As we continue to make progress in integrating these two
organizations, the opportunities and synergies available are increasingly
evident. We look forward to the future with great optimism."
Consolidated Stores Corporation, a leading value retailer specializing in toys
and close-out merchandise, operates a total of 2,311 stores in all 50 states
and Puerto Rico. Stores by division consist of: 1,277 toy and close-out toy
stores operating as K-B TOYS, K-B TOY WORKS and K-B TOY OUTLET and 1,034
closeout stores operating as ODD LOTS, BIG LOTS, PIC 'N' SAVE and MAC FRUGAL'S
BARGAINS-CLOSE-OUTS. Wholesale operations are conducted through CONSOLIDATED
INTERNATIONAL and WISCONSIN TOY.
With the exception of historical information, statements contained in this news
release are forward-looking statements that are subject to risks and
uncertainties, including, but not limited to, competitive pressures, inflation,
consumer debt levels, currency fluctuations, trade restrictions, capital market
conditions and other risks indicated in the Company's filings with the
Securities and Exchange Commission. Actual results may materially differ from
anticipated results described in such statements.
[Consolidated Stores Logo]
Shareholder Relations Department
300 Phillipi Road
P.O. Box 28512
Columbus, Ohio 43228-0512
Phone (614) 278-6800 FAX (614) 278-6666
