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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
DC 20549
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FORM
8-K
CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): October 17, 2008
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Burlington
Coat Factory Investments Holdings, Inc.
(Exact
Name of Registrant As Specified In Charter)
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Delaware
(State
or Other Jurisdiction of Incorporation)
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333-137917
(Commission
File Number)
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20-4663833
(IRS
Employer Identification No.)
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1830
Route 130 North
Burlington,
New Jersey 08016
(Address
of Principal Executive Offices, including Zip Code)
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(609)
387-7800
(Registrant’s
telephone number, including area code)
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Not
applicable
(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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ]
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))
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TABLE
OF CONTENTS
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Item
7.01
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Regulation
FD Disclosure
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Item
8.01
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Other
Events
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Item
9.01
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Financial
Statements and Exhibits
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SIGNATURE
Item
7.01 Regulation FD
Disclosure
As
previously announced in the press release issued by Burlington Coat Factory
Investments Holdings, Inc. (the “Company”) on October 14, 2008 (the “Press
Release”), the Company will hold a conference call (the “Conference Call”) today
at 10:00 a.m., Eastern Time, to discuss the Company’s first quarter Fiscal 2009
operating results. During the Conference Call, Mark Nesci, the
Company’s President and Chief Executive Officer, will make certain remarks
including the following:
“As far
as September is concerned, I’m sure you have all seen results from the retail
sector. While we historically have not discussed post quarter results, given the
unprecedented turbulence in the financial and credit markets, I would like to
provide some comments about our September sales. Our September sales were
in line with our first quarter trend after adjusting for the hurricane impact.
Due to the hurricanes, we had fourteen stores closed for approximately a
week. An additional two locations were heavily damaged and we are
hopeful that they will open in the Spring season. As we move through these
uncertain macro-economic times, we are taking a balanced approach to our
landlord and vendor partnerships. We also continue to challenge various
decisions within our operating and financial plans to ensure they are still the
right decisions for the business. As part of that process, we have evaluated our
Spring new store openings and expect to defer several stores until
2010.”
Item 8.01 Other
Events
As
disclosed in the Company’s Quarterly Report on Form 10-Q (the “Quarterly
Report”) for the fiscal quarter ended August 30, 2008, Company cash and cash
equivalents of $59.0 million was invested in The Reserve Primary Fund ("Fund"),
a series of a money market fund registered with the Securities and Exchange
Commission as an investment company under the Investment Company Act of
1940. The Company redeemed the amount held at August 30, 2008 in
September of 2008. During September 2008, the Company made additional
investments into the Fund of $56.3 million. On September 22, 2008, the
Fund announced that redemptions of shares of the Fund were suspended pursuant to
an SEC order so that an orderly liquidation may be effected for the protection
of the Fund’s investors. On September 29, 2008, the Fund announced a
partial distribution (32% of the Fund assets) in cash to all investors pro rata
in proportion to the number of shares each investor held as of the close of
business on September 15, 2008. Based on the available facts as of the
date of the Quarterly Report, the Company believes this represents approximately
an $18 million distribution to the Company. Although the distribution
was expected to occur on or about October 14, 2008, the Company has learned that
the Fund has announced that such distribution will be delayed pending the Fund’s
confirmation of account balances as more fully discussed in the press release
issued by the Fund on October 16, 2008, a copy of which is attached hereto as
Exhibit 99.1.
As
disclosed in the Quarterly Report, based on the decline in the value of the Fund
in September of 2009, the Company estimates that it will need to
record a loss of up to $0.7 million in the second quarter of Fiscal 2009.
The Company has not yet received any information as to when the remaining amount
of its investments will be returned. However, based upon the maturities of
the underlying investments in the Fund, the Company expects to receive the
remaining amount of the investment during Fiscal 2009. In the event that a
substantial amount of our investment is not returned to the Company within this
timeframe, the Company may have to borrow additional cash through its Available
Business Line of Credit.
Item
9.01 Financial Statements and
Exhibits
(d)
Exhibit
No. Description
99.1 The
Reserve press release dated October 16, 2008
The
information contained in this report is being furnished and shall not be deemed
to be “filed” for purposes of Section 18 of, or otherwise regarded as filed
under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor
shall it be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or in the Exchange Act, except as shall
be expressly set forth by specific reference in such filing.
Disclosure
Regarding Forward-Looking Statements:
Some of
the statements in this report constitute “forward-looking statements” within the
meaning of the U.S. Private Securities Litigation Reform Act of 1995. These
statements are not historical facts but rather are based on the Company’s
current expectations, estimates and projections regarding the Company’s
business, operations and other factors relating thereto. Words such as “may,”
“will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,”
“continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates”
and similar expressions are used to identify these forward-looking
statements. These statements are only predictions and as such are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. For a discussion of these
risks, uncertainties and assumptions, any of which could cause our actual
results to differ from those contained in the forward-looking statement, see the
section of the Company’s Annual Report on Form 10-K for the year ended May 31,
2008, entitled “Risk Factors” and discussions of potential risks and
uncertainties in the Company’s subsequent filings with the SEC.
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.
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BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC.
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/s/ Robert
L. LaPenta, Jr.
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Robert
L. LaPenta, Jr.
Vice
President and Treasurer
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EXHIBIT
INDEX
Exhibit
No. Description
99.1 The
Reserve press release dated October 16, 2008