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 9, 2006 (June 7, 2006)
Retail Ventures, Inc.
(Exact name of registrant as specified in its charter)
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| Ohio
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1-10767
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20-0090238 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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( IRS Employer
Identification No.) |
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| 3241 Westerville Road, Columbus, Ohio
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43224 |
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| (Address of principal executive offices)
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(Zip Code) |
(614) 471-4722
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 7.01 REGULATION FD DISCLOSURE.
Retail Ventures, Inc. (the “Company”) hosted a conference call on June 7, 2006 at 4:15 p.m.
Eastern Time to discuss its consolidated financial results for the first quarter ended April 29,
2006. A transcript of the conference call is attached hereto as Exhibit 99.1 and is incorporated
herein by reference. The webcast of the conference call has been archived on the Company’s website,
at www.retailventuresinc.com, under the “Investor Relations” caption. A telephone
rebroadcast of the conference call can also be accessed by dialing 1-866-206-0173 with the pin
number 176336#.
The information in this Current Report on Form 8-K, including the transcript attached hereto
as Exhibit 99.1, is being furnished pursuant to this Item 7.01 and 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 liability of that section, nor shall such information be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as amended or the
Exchange Act, unless specifically identified therein as being incorporated therein by reference.
Any statements included in this Item 7.01 or the transcript attached hereto as Exhibit 99.1
that are not historical or current facts are forward-looking statements. All such forward-looking
statements are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements to be materially different from
any future results, performances or achievements expressed or implied by the forward-looking
statements. These risk factors include, but are not limited to: decline in demand for our
merchandise, our ability to achieve our business plans, expected cash flow from operations, vendors
and their factor relations, flow of merchandise, compliance with our credit agreements, our ability
to strengthen our liquidity and increase our credit availability, the availability of desirable
store locations on suitable terms, changes in consumer spending patterns, marketing strategies,
consumer preferences and overall economic conditions, the impact of competition and pricing,
changes in weather patterns, seasonality of operations, changes in fuel and energy costs, changes
in existing or potential duties, tariffs or quotas, paper and printing costs, the ability to hire
and train associates and development of management information
systems and other risk factors as disclosed under the caption
“Risk Factors” in the Company’s latest Annual Report
on Form 10-K as supplemented by Item 1A, Part II of the
Company’s latest Quarterly Report on Form 10-Q. The Company’s management
undertakes no obligation to revise these forward-looking statements included in this Item 7.01 or
the transcript attached hereto as Exhibit 99.1 to reflect any future events or circumstances.
Portions of the transcript attached hereto as Exhibit 99.1 include the Company’s disclosure
and discussion of certain non-GAAP financial measures. The Company’s management believes that the
disclosure of such non-GAAP financial measures provides useful information to investors or other
users of the Company’s financial statements since it more accurately reflects the Company’s results
from operations without the impact of the non-cash accounting charge incurred relating to the
change in the fair value of warrants recorded during the first
quarter of fiscal 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Transcript of conference call hosted by the Company on June 7, 2006 |