0000768835-14-000040.txt : 20140627 0000768835-14-000040.hdr.sgml : 20140627 20140625164532 ACCESSION NUMBER: 0000768835-14-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140625 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140625 DATE AS OF CHANGE: 20140625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG LOTS INC CENTRAL INDEX KEY: 0000768835 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 061119097 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08897 FILM NUMBER: 14940395 BUSINESS ADDRESS: STREET 1: 300 PHILLIPI ROAD STREET 2: P.O.BOX 28512 CITY: COLUMBUS STATE: OH ZIP: 43228-0512 BUSINESS PHONE: 614-278-6800 MAIL ADDRESS: STREET 1: 300 PHILLIPI ROAD STREET 2: P.O.BOX 28512 CITY: COLUMBUS STATE: OH ZIP: 43228-0512 8-K 1 big-8xkxdividenddeclaratio.htm 8-K BIG - 8-K - Dividend Declaration - 06.25.14


 


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): June 25, 2014


BIG LOTS, INC.
(Exact name of registrant as specified in its charter)

 
 
 
Ohio
1-8897
06-1119097
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
 
 


300 Phillipi Road, Columbus, Ohio 43228
(Address of principal executive offices) (Zip Code)

(614) 278-6800
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 







Item 8.01    Other Events.

On June 25, 2014, Big Lots, Inc. (“we,” “us,” “our” or “Company”) issued a press release that announced our Board of Directors initiated a cash dividend program and declared a cash dividend of $0.17 per common share payable on July 29, 2014 to shareholders of record as of the close of business on July 11, 2014. As part of the press release, we also affirmed the guidance for the second quarter and full fiscal 2014 provided by us on May 30, 2014. Attached as Exhibit 99.1 to this Form 8-K is a copy of our June 25, 2014 press release.


Item 9.01    Financial Statements and Exhibits.

 
(d)
Exhibits
 
 
 
 
 
 
 
 
 
 
 
Exhibits marked with an asterisk (*) are furnished herewith.
 
 
 
 
 
 
 
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
Big Lots, Inc. press release dated June 25, 2014.


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 hereunto duly authorized.


 
 
BIG LOTS, INC.
 
 
 
 
Date: June 25, 2014
By:
/s/ Ronald D. Parisotto
 
 
 
Ronald D. Parisotto
 
 
 
Senior Vice President, General Counsel
 
 
 
and Corporate Secretary



EX-99.1 2 exhibit991-dividendannounc.htm EXHIBIT 99.1 Exhibit 99.1 - Dividend Announcement Q2'14



Exhibit 99.1
PRESS RELEASE
 
 
 
 
FOR IMMEDIATE RELEASE
 
 
Contact: Andrew D. Regrut
 
 
 
 
Director, Investor Relations
 
 
 
 
614.278.6622
 
 
 
 
 
 

BIG LOTS ANNOUNCES INITIATION OF QUARTERLY DIVIDEND PROGRAM

COMPANY DECLARES $0.17 PER COMMON SHARE DIVIDEND PAYABLE IN JULY 2014

COMPANY AFFIRMS Q2 AND FISCAL 2014 GUIDANCE IN ADVANCE OF INVESTOR / ANALYST CONFERENCE


Columbus, Ohio - June 25, 2014 - Big Lots, Inc. (NYSE: BIG) announced today that our Board of Directors initiated a cash dividend program under which we intend to pay a regular quarterly dividend on our common shares. The Board of Directors declared an initial quarterly cash dividend of $0.17 per common share, payable on July 29, 2014, to shareholders of record as of the close of business on July 11, 2014.

Commenting on today’s announcement, David Campisi, Chief Executive Officer and President of Big Lots stated, “Over the last year, we have worked diligently to reposition our company for long-term sustainable growth. We’ve made significant improvements to our merchandise product offerings, marketing activities, and we are implementing several key strategic initiatives intended to improve comparable store sales and the overall shopping experience for Jennifer. Today’s announcement demonstrates the confidence we have as a Board of Directors in our management team, our strategy, and our long-term opportunities to drive meaningful profit growth and cash flow to return to our shareholders.”

Mr. Campisi continued, “Over the last several years, the business has returned in excess of $2 billion dollars to shareholders by repurchasing 74 million shares at an average price of approximately $27 per share. We believe this represents very good execution and has driven value for our shareholders. After careful deliberation and considering feedback obtained from investors as part of our shareholder outreach program, we will begin to institute a more balanced approach of returning cash to shareholders by introducing a regular quarterly dividend to supplement this year’s and anticipated future share repurchase activity. We are confident the dividend program we announced today along with our recently completed $125 million share repurchase program fit comfortably within our expected cash flow for 2014.”

GUIDANCE AFFIRMATION

Affirms Q2 guidance for income from continuing operations of $0.24 to $0.30 per diluted share
Affirms Q2 guidance for comparable store sales in the range of +1% to +3%
Affirms fiscal 2014 guidance for income from continuing operations to be $2.35 to $2.50 per diluted share
Affirms fiscal 2014 guidance for comparable store sales in the range of +1% to +2%
Affirms cash flow from continuing U.S. operations of $170 million

In advance of the Company’s Investor / Analyst Conference being held in Columbus, Ohio tomorrow June 26, the Company has affirmed its second quarter and full year fiscal 2014 guidance previously issued on May 30, 2014.

Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 



2014 Investor / Analyst Conference Webcast
As previously announced, we will host an investor conference on June 26, 2014 at 8:00 a.m. We invite you to listen to the webcast of the conference through the Investor Relations section of our website http://www.biglots.com.

If you are unable to join the live webcast, an archive of the conference will be available through the Investor Relations section of our website after 12:00 p.m. on Friday, June 27, 2014, and will remain available through midnight on July 11, 2014. All times are Eastern Time.
    
Big Lots operates 1,494 BIG LOTS stores in 48 states. For more information, visit www.biglots.com.


Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity.

Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, current economic and credit conditions, the cost of goods, our inability to successfully execute strategic initiatives, competitive pressures, economic pressures on our customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.

You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.


Shareholder Relations Department
 
300 Phillipi Road
 
Columbus, OH 43228-5311
 
Phone: (614) 278-6622 Fax: (614) 278-6666
 
E-mail: aschmidt@biglots.com
 
GRAPHIC 3 logodivq214.jpg begin 644 logodivq214.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#F_B?\0/%F MC_$?6;#3]>O+>TAD01Q(P"J#&IXX]2:Y+_A:?CG_`*&:_P#^^Q_A5GXP_P#) M5]?_`.NJ?^BTJ_\`";0_!^M3:R/%\\$,,,*-`\MUY."2VXCD9/`]:`)-`^.? MC/2+M&O;U=4M<_/#UBWG@_93?SU*B2Y#Q@_W#., M?KDT`>>?\+2\<_\`0S7_`/WV/\*^L%\0VFB^!;77-9NMD,=E%+-*W+,Q4=!W M))Z>IKX@KV7XV>(I6T;PKXK/V/LN/QKC[?X@>,+6X\^+Q-JOF9R=UT[`_4$D5E:/ MI%YKVL6NE:?%YMW=2".-I6>@O+Q&8Y"$348U"[#V\Q1QCW&,>G>OH$$ M,H92"#R".]?-_A3]GC4;O9<>)[]+&+J;6W(>4^Q;[J_ANKZ&TO3X=*TJUT^V M:1H+:)8HS(^YMJC`R>]`%NBBB@#XX^,/_)5]?_ZZI_Z+2N:TCP]K'B!IETC3 M;F^:!0T@@C+E0>F88)/WMK-N3.#RK8P1Z>M?0OB_Q3I?BS M]GFYO-+MUM(X'@MWM%Q^X973Y1[8P0?0UX5XN\0-XJ\5:AK;6ZV_VN3>(E.= MH``'/7_CFN!KW3XT>%9KCP=X9\3VT9=;>PAMKK`^ZI4%&/MDL/Q%`',_`/R/^ M%I6WFXW_`&:;RL_WMO;_`(#NI?CO/+'\4KQ4E=1]GAX#$?P"O/-*U2\T35;; M4]/F,-W;2"2)QV(_F.V*]"\2_&C4/$FC2V;Z#I,%U/'Y4UZL6^0KC!V[ON_F M<=J`)_AKX7TO5O#VHZOX@BNKJ(W"VMJL5RT15@NYV!'7`*CGUKV3P'+X;\(: M9/IUK=WXBFN#/F]PY0E5&`RCI\OI7%>&;0:=\/O#MIC#20/>/[F1R1_XZ%J^ MJL[JBC+,<`#N:^=QF:5J6(E"G:R/I,'E5"MAHSJ7N_,]DAOK6XB66&XC>-NC M*P(-%)864=A806D8&V)`N?4]S^=%>_'G<5S;GST^12?+L>$>/O@IXG\3^.-4 MUFQGTU;:Z=6C$LS!@`BKR`I[BN;_`.&=O&7_`#\Z3_W_`'_^(KJ['4[]OVHK MBQ-]GZ5YI8_"_XA>/+==:\0>(7LFG&^*&=G+`'I\BX"#VZ^ MU%OK?CCX+Z[:VOB*>35/#UPVT2;S(H'&K;2;^**=%M$MYXR-R/A0I'/45X5X[\$>*VAUKQG8>+`= M'DW7L$45U,#Y3.U:;)AFNYMQ"/@],CG%` M&QXM_9UD>ZDNO"M_$L3'/V.[)&SV5P#D?4?B:Y*W^`/CB:<1R0V,"9YD>Y!` M_!03^E=!JG_"3_&+XAZOI.GZJ;#1]+=D`W,$`#%02H^\S$$\]!^O6?"_3?'? MA7Q??^&]7\V^T.*+>EX[DHA/*^66Y.>05['GZ@#M4M1I]S%IRD%;&WAM01T. MQ%'\\UH>$;'[;X@A+#*0`RM]1T_4BJ&M2>;KE\_K._\`.NO\`VFRSNKLCF1Q M&I]@/\3^E?)8>'M\?KM=L^QQ,_J^7Z;V2^\["BBBOK3XX^>]/_Y.PN?]]_\` MTFJYXM@7Q)^TIHFDW@#VEI$CB-NAVJTO3W.`?I533_\`D["Y_P!]_P#TFJU\ M7H[KP=\3?#_CN"%I+7Y8IPO]Y<@K[;D8X_W30![S7&?%?28-7^&>MQSJ"8+= MKF-C_"\?S`C\B/Q-=)HVM:?X@TN#4M,N4N+69:_''QO9Z1X M4N/#UM,LFJZBHC,2')BB)^8MZ9'`'?/M0!B^'K^6_P#V7M1$S%C;6\\"D_W0 MV1^0./PKK/@7_P`DHTW_`*ZS?^C&K)/AV7PQ^S=>Z?K8=C@>]`'">)]$\6_"KQOJ'BOPU;_;-'OG: M6=-A=4#-N*R`<@`DX8?_`%J]*^'GQ3TGQ]&]O'&UGJD2;Y+1VSD=V1OXA^HJ M7X>?$:S^(-OJ+16ILY;24+Y$D@9S&1PQX&.=PQ[5YG?6=AIW[3NEP^'D2+=A MKR.#A5)E>'A&K*I&:D> M[FN)G*E"G*#C_P``?1117MGA'B?C#X(ZMXC\:ZAK]GKUO:"Z=61=C[DP@7J# M[5M>#?A))I.D:WI?B;44UBSU)8@$^?,93=\P)/!^88(]***`.2N_@'XBTN\E M/A;Q48+60_=EDDA<#T)3(;Z\5T?@?X'6>@:JFLZ_??VMJ,;;XUVGRT?^\<\N M?3./I110!Z%XMT23Q'X3U/1X9DADO(#$LCC(4GN0*H_#[PM/X,\'6NB7%S'< MR0O(QDC4J#N8MT/UHHH`\Z\5_`V^F\13ZSX/UE=,>Y8M)"SO&$)Y;:R.O;'6BBN;#X2GAW)PZG5B<74Q"BJ *G0MT445TG*?_V3\_ ` end