UNITED STATES 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 AUGUST 9, 2002 0-20214 Date of Report (Date of Commission File Number earliest event reported) BED BATH & BEYOND INC. (Exact name of registrant as specified in its charter) NEW YORK 11-2250488 (State or other jurisdiction of incorporation (I.R.S. Employer Identification Number) or organization) 650 LIBERTY AVENUE UNION, NEW JERSEY 07083 (Address of Principal Executive Offices) (Zip Code) (908) 688-0888 (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL STATEMENTS. Not applicable. (c) EXHIBITS. 99.1 Statement, dated August 7, 2002, of Warren Eisenberg, Co-Principal Executive Officer 99.2 Statement, dated August 7, 2002, of Leonard Feinstein, Co-Principal Executive Officer 99.3 Statement, dated August 7, 2002, of Eugene A. Castagna, Principal Financial Officer ITEM 9. REGULATION FD DISCLOSURE. On August 7, 2002, each of the Co-Principal Executive Officers of Bed Bath & Beyond Inc. (the "Company"), Warren Eisenberg and Leonard Feinstein, and the Company's Principal Financial Officer, Eugene A. Castagna, submitted to the Securities and Exchange Commission (the "Commission") sworn statements pursuant to Commission Order No. 4-460 in the form requested by the Commission. A copy of these statements is attached hereto as Exhibits 99.1, 99.2 and 99.3. 2 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. BED BATH & BEYOND INC. Date: August 9, 2002 By: /s/Eugene A. Castagna -------------------------------------------- Name: Eugene A. Castagna Title: Vice President Finance and Assistant Treasurer 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Statement, dated August 7, 2002, of Warren Eisenberg, Co-Principal Executive Officer 99.2 Statement, dated August 7, 2002, of Leonard Feinstein, Co-Principal Executive Officer 99.3 Statement, dated August 7, 2002, of Eugene A. Castagna, Principal Financial Officer 4