SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 8, 2005
99 CENTS 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 2.02. Results of Operations and Financial Condition.
On April 8, 2005, 99 Cents Only Stores (the "Company") issued a press
release announcing its sales results for the quarter ended March 31, 2005 (the
"Press Release"). A copy of the Press Release is attached hereto as Exhibit
99.1 and incorporated herein by reference. The information in Item 2.02 of this
Current Report on Form 8-K, including the title and the first seven paragraphs
of Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise
subject to the liabilities of that Section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such a filing.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) The Company's management and its audit committee concluded on April 8,
2005 that certain of the Company's previously issued financial statements will
be restated. As a result of the restatement, the financial statements and
independent auditors' report included in the Company's Annual Report on Form
10-K for the years ended December 31, 2002 and 2003, and the financial
statements included in the Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 should no
longer be relied upon. The portion of the Press Release (attached hereto as
Exhibit 99.1) under the heading "Restatement of Financial Statements; Update on
Timing of 2004 Earnings Release and Form 10-K Filing" is incorporated herein by
reference and gives a brief description of the facts underlying the conclusion
to restate the Company's financial statements. The Company's management and
audit committee have discussed the matters disclosed in this Item 4.02 with
Deloitte & Touche LLP, its independent registered public accounting firm. The
Company's management has also discussed the matters disclosed in this Item 4.02
with its former independent registered public accounting firm.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press release dated April 8, 2005
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 CENTS ONLY STORES
Date: April 14, 2005 By: /S/ ERIC SCHIFFER
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Eric Schiffer
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated April 8, 2005