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): April 22, 2003 99(CENT) ONLY STORES (Exact Name of Registrant as Specified in Charter) California 1-11735 95-2411605 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4000 East Union Pacific Avenue City of Commerce, California 90023 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (323) 980-8145 ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description 99.1 Press release dated April 22, 2003 99.2 Transcript of April 22, 2003 conference call with analysts and investors to discuss results for the quarter ended March 31, 2003 ITEM 9. Regulation FD Disclosure On April 22, 2003, 99 (Cent) Only Stores (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2003. On the same date, the Company hosted a conference call for analysts and investors to discuss these results. A copy of the April 22, 2003 press release and a transcript of the related conference call are attached hereto as exhibits and incorporated herein by reference. The information included in the attached exhibits and contained in Item 9 of this Current Report is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. 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. 99(cent)ONLY STORES Date: April 25, 2003 By: /S/ ANDREW FARINA --------------------------------- Andrew Farina Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 99.1 Press release dated April 22, 2003 99.2 Transcript of April 22, 2003 conference call with analysts and investors to discuss results for the quarter ended March 31, 2003