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) January 6, 2006
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LINENS 'N THINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-12381 22-3463939
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
6 Brighton Road, Clifton, New Jersey 07015
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (973) 778-1300
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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 Instructions A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 2 - FINANCIAL INFORMATION
Item 2.02 Results of Operations and Financial Condition
Attached and being furnished hereby as Exhibit 99.1 is a copy of a press release
of Linens 'n Things, Inc. (the "Company") dated January 6, 2006, reporting the
Company's sales and earnings results for the fourth quarter ended December 31,
2005.
EBITDA is used in this release because it is relevant to investors
understanding of one of the financial conditions to the debt financing as
described in the debt commitment letters as described in the release. EBITDA
should not be considered as a measure of financial performance under accounting
principles generally accepted in the United States. The items excluded from
EBITDA are significant components in understanding and assessing financial
performance of a business enterprise. EBITDA as referred to in this release is
further subject to certain adjustments specified in the debt financing
commitments, which are attached as exhibits to the Company's Current Report on
Form 8-K filed with the SEC on November 9, 2005. EBITDA should not be considered
by itself or as an alternative to net income, cash flows generated by operating,
investing or financing activities or other financial statement data presented in
the consolidated financial statements as an indicator of operating performance
or as a measure of liquidity.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of Linens 'n Things, Inc., dated January 6, 2006
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.
LINENS 'N THINGS, INC.
Dated: January 6, 2006 By: /s/ William T. Giles
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Name: William T. Giles
Title: Executive Vice President,
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Linens 'n Things, Inc., dated January 6, 2006.