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 Date of Report (Date of earliest event reported): May 14, 2004 99(Cent) ONLY STORES (Exact Name of Registrant as Specified in Charter) California 1-11735 2411605 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4000 East Union Pacific Avenue City of Commerce, CA 90023 (Address of Principal Executive Offices) (Zip Code) (323) 980-8145 (Registrant's Telephone Number) Item 5. Other Events and Required FD Disclosure. On May 14, 2004, 99 Cents Only Stores (the "Company") issued a press release announcing that its Board of Directors had approved a stock repurchase program authorizing the Company to repurchase up to 3 million shares of the Company's common stock. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by this reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit 99.1 Press Release dated May 14, 2004. 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. Dated: May 14, 2004 99(CENT) ONLY STORES By: /s/ Andrew Farina Andrew Farina Chief Financial Officer EXHIBIT INDEX EXHIBIT 99.1 Press release dated May 14, 2004.