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): May 19, 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) _____________________ 1 Item 3. Bankruptcy or Receivership. Since February 28, 2000, The Great Train Store Company (the "Registrant") is operating under the protection of the United States Bankruptcy Code as a debtor-in- possession and had been attempting to obtain bridge and replacement financing and to explore other opportunities for the Registrant. On May 18, 2000, the United States Bankruptcy Court entered an order authorizing, among other things, that the Registrant (i) discontinue operations at and liquidate the inventory located at the going-out-of-business stores, and (ii) enter into an agency agreement for such liquidation. Item 5. Other Events On April 26, 2000, the Registrant filed unaudited monthly operating reports as of and for the month ended March 29, 2000 with respect to the Registrant and The Great Train Store Partners, L.P., GTS Limited Partner, Inc. and GTS Partner, Inc., all direct or indirect subsidiaries of the Registrant (the "Subsidiaries") with the United States Bankruptcy Court. Attached hereto as Exhibit 99.1 are such monthly reports as included in the bankruptcy filing referred to above. As of May 5, 2000, as required by the Registrant's current lender in connection with the Registrant's attempts to obtain additional financing, James H. Levi resigned as Chairman of the Board and Chief Executive Officer of the Registrant. However, Mr. Levi currently remains as a director of the Registrant. Subsequently, the Registrant replaced its President with Cheryl Taylor, the current Chief Financial Officer of the Registrant, and terminated 11 employees in the Registrant's executive office. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Monthly operating reports of the Registrant and Subsidiaries as of and for the month ended March 29, 2000, as filed with the United States Bankruptcy Court. 2 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: May 19, 2000 THE GREAT TRAIN STORE COMPANY By: /s/ Cheryl A. Taylor ---------------------------------- Cheryl A. Taylor Vice President - Finance & Administration 3