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): March 25, 2009
Gottschalks Inc.
(Exact
name of registrant as specified in its charter)
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7 River Park Place East
Fresno, California
93720
(559) 434-4800
Not Applicable
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 7.01. Regulation FD Disclosure. As previously disclosed, on January 14, 2009, Gottschalks Inc. (the "Company") filed a voluntary petition (the
"Chapter 11 Petition") for relief under Chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") (administered under Case No. 09-10157). The Company will
continue to manage its properties and operate its business as a "debtor-in-possession" under the jurisdiction of the Bankruptcy Court and in
accordance with the applicable provisions of the Bankruptcy Code. On March 25, 2009, the Company filed with the Bankruptcy Court its monthly operating report for the period January 14, 2009
to January 31, 2009 (the "January Monthly Operating Report"). The Company also filed with the Bankruptcy Court on March 25, 2009 its
monthly operating report for the month ended February 28, 2009 (the "February Monthly Operating Report"). The January and February Monthly Operating Reports are attached hereto as Exhibits 99.1 and 99.2, respectively, and are
incorporated herein in by reference. This current report (including the exhibits hereto) will not be deemed an admission as to the materiality of any
information required to be disclosed solely by Regulation FD. Complete copies of the January and February Monthly Operating Reports are also publicly available on the Internet and may be
accessed at http://pacer.psc.uscourts.gov
Cautionary Statement Regarding January and February Monthly Operating Reports
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the January and February Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The January and February Monthly Operating Reports are limited in scope, cover limited periods of time, and have been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The January and February Monthly Operating Reports were not audited or reviewed by independent accountants, are in a format prescribed by applicable bankruptcy laws, and are subject to future adjustments and reconciliations. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the January and February Monthly Operating Reports are complete. The January and February Monthly Operating Reports also contain information for periods which are shorter or otherwise different from those required in the Company's reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such information might not be indicative of the Company's financial condition or operating results for the period that would be reflected in the Company's financial statements or in its reports pursuant to the Exchange Act. Results set forth in the January and February Monthly Operating Reports should not be viewed as indicative of future results. The Company may amend or otherwise change the information contained in the January and February Monthly Operating Reports at a future date.
Cautionary Statement Regarding Forward-Looking Statements
This current report and the exhibits attached hereto may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Company intends that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements include the plans and objectives of management for future operations and the future economic performance of the Company that involve risks and uncertainties. In some instances, such statements may be identified by the use of forward-looking terminology such as "may," "will," "expects," "believes," "intends," "projects," "forecasts," "plans," "estimates," "anticipates," "continues," "targets," or similar terms, variations of such terms or the negative of such terms. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements, including, without limitation, developments in the bankruptcy proceedings, the results of going concern or liquidation sales and other matters. The Company does not presently intend to update these statements and undertakes no duty to any person to effect any such update under any circumstances.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description |
99.1 |
Monthly Operating Report for the period January 14, 2009 to January 31, 2009, filed with the United States Bankruptcy Court for the District of Delaware. |
99.2 |
Monthly Operating Report for the month ended February 28, 2009, filed with the United States Bankruptcy Court for the District of Delaware. |
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 thereunto duly authorized.
Gottschalks Inc. | |
March 30, 2009 |
By: /s/ Daniel T. Warzenski |
Exhibit No. |
Description |
99.1 |
Monthly Operating Report for the period January 14, 2009 to January 31, 2009, filed with the United States Bankruptcy Court for the District of Delaware. Also provided in PDF format as a courtesy. |
99.2 |
Monthly Operating Report for the month ended February 28, 2009, filed with the United States Bankruptcy Court for the District of Delaware. Also provided in PDF format as a courtesy. |