GREAT TRAIN STORE CO
8-K, 2000-01-13
HOBBY, TOY & GAME SHOPS
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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): January 13, 2000



                          THE GREAT TRAIN STORE COMPANY
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


         1-13158                                        75-2539189
(Commission File Number)                    (I.R.S. Employer Identification No.)

14180 Dallas Parkway, Suite 618, Dallas, Texas                         75240
(Address of Principal Executive Offices)                            (Zip Code)

                                 (972) 392-1599
              (Registrant's Telephone Number, Including Area Code)

                              _____________________


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<PAGE>


         Item 5. Other Events.

         On January  13,  2000,  The Great Train  Store  Company  issued a press
release  with  respect to its  preliminary  fiscal 1999  results and its current
credit facility.


         Item 7. Financial Statements and Exhibits.



         (c)      Exhibits:

         Exhibit     Description
         -------     -----------
         99.1        Text of  press release,  dated January 13, 2000,  issued by
                     the Great Train Store Company.

<PAGE>

                                    SIGNATURE


         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 thereunto duly authorized.

Date: January 13, 2000

                                     THE GREAT TRAIN STORE COMPANY



                                     By:  /s/ James H. Levi
                                          --------------------------------------
                                          James H. Levi
                                          President, Chief Executive Officer
                                          and Chairman of the Board

<PAGE>

                                                  EXHIBIT INDEX


         Exhibit    Description
         -------    -----------
           99.1     Text of press release, dated January 13, 2000, issued by the
                    Great Train Store Company.



                                  PRESS RELEASE


FOR IMMEDIATE RELEASE                                CONTACT: Cheryl A. Taylor
                                                              972-392-1599

                     THE GREAT TRAIN STORE COMPANY RELEASES
                            PRELIMINARY 1999 RESULTS


         (January 13, 2000 - DALLAS) The Great Train Store Company (OTC Bulletin
Board "GTRN"), a Dallas based national chain of train-themed toy, hobby and gift
stores, has announced preliminary 1999 sales results.

         Total sales for the fiscal year 1999  increased  3.2% to  approximately
$35,031,000 from approximately $33,933,000 in fiscal year 1998. Comparable store
sales decreased 8.1% in 1999 as compared to 1998.

         Total  sales  for  the  fourth   quarter  of  1999  decreased  8.3%  to
approximately  $15,981,000 from approximately  $17,424,000 in the fourth quarter
of 1998.  Comparable store sales decreased 9.9% in the fourth quarter of 1999 as
compared to the fourth  quarter of 1998.  Comparable  store sales are calculated
based on the stores open during both full periods being compared.

         The Company's earnings for 1999 have not yet been determined.  However,
as a result of its poor sales  performance,  it is reasonable to expect that the
Company's 1999 earnings will be less than projected.

         Because of its  performance  last year, the Company is presently not in
compliance with certain provisions of its revolving line of credit. As a result,
the provider of that  financing has limited the amounts it is willing to advance
and has reserved its rights to provide  funding at its  discretion.  The Company
and its lender are actively working together to develop an action plan that will
satisfactorily  resolve  the  situation.  In  the  event  that  the  Company  is
unsuccessful in reaching an appropriate  resolution with its lender,  it will be
necessary  to  supplement  or replace  that loan.  The  Company  cannot give any
assurance  that it will be able to  supplement  or replace  the loan or that any
such  supplement or  replacement  will not be on terms less  favorable  than the
current loan.

         The  Great  Train  Stores  are a  national  chain  of  unique,  upscale
specialty  retail  stores with "more trains than you ever  imagined,"  selling a
wide range of  merchandise  all  relating to trains and  railroading.  There are
currently  56  stores  operating  in 27 states  and the  District  of  Columbia,
primarily located in highly trafficked regional malls and festival marketplaces.

         The Great Train  Stores are owned and operated by The Great Train Store
Partners,  L.P., a wholly-owned subsidiary of The Great Train Store Company. The
Great Train Store Company is a public company.

         Actual results may differ materially from "forward-looking"  statements
due  to a  number  of  important  factors.  Those  factors,  including  possible
difficulties  in obtaining  appropriate  merchandise  for its stores on a timely
basis, the availability of adequate financing,  and successfully  operating such
stores,  are more fully  discussed  in the  Company's  most recent Form 10-K and
Exhibit 99.1 attached to the Company's  Form 10-Q for the third quarter of 1999,
a copy of which is available without charge from the Company.

                                      ####




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