1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 K/A
[X] AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended January 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period to
-------------------- ---------------------------
Commission file number 1-8897
CONSOLIDATED STORES CORPORATION
Delaware 06-1119097
State of incorporation I. R. S. Employer Identification Number
1105 North Market Street, Suite 1300
P.O. Box 8985
Wilmington, Delaware 19899
(Address of principal executive offices)
(302) 478-4896
Securities registered pursuant to Section 12(b) of the Act:
-----------------------------------------------------------
Name of each Exchange
Title of each class on which registered
------------------- ---------------------
Common Stock $.01 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Indicate whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months, and (2) has been subject to such filing requirements for
the past 90 days. Yes [ X ] No [ ]
Indicate if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrant's knowledge, in a definitive proxy or information statement
incorporated by reference in Part III of this FORM 1O-K or any amendment to this
FORM 1O-K [ ]
The aggregate market value (based on the closing price on the New York Stock
Exchange) of the Common Stock of the Registrant held by non affiliates of the
Registrant was $4,711,479,611 on March 27, 1998. For purposes of this response,
executive officers and directors are deemed to be the affiliates of the
Registrant and the holdings by non affiliates was computed as 107,079,082
shares.
The number of shares of Common Stock $.01 par value per share, outstanding as of
March 27, 1998, was 107,378,774 and there were no shares of Non-Voting Common
Stock, $.01 par value per share outstanding at that date.
2
Pursuant to Rule 15d-21 under the Securities Exchange Act of 1934, the
undersigned registrant hereby amends its annual report on Form 10-K for the
fiscal year ended January 31, 1998, to include the following information and
financial statements required by Form 11-K with respect to the Consolidated
Stores Corporation Savings Plan (Plan) for the year ended December 31, 1997.
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
TABLE OF CONTENTS
Page No.
--------
Independent Auditors' Report 3
Financial Statements:
Statements of Net Assets Available for Benefits as of December 31, 1997
and December 31, 1996 4
Statement of Changes in Net Assets Available for Benefits for the
year ended December 31, 1997 5
Notes to Financial Statements 6
Supplemental Schedules:
Schedule of Assets Held for Investments as of December 31, 1997 13
Schedule of Reportable Transactions in Excess of Five Percent of
Current Value of Plan Assets for the Year Ended December 31, 1997 14
Exhibits:
Independent Auditors' Consent 15
Signatures 16
PAGE 2
3
INDEPENDENT AUDITORS' REPORT
To the Plan Administrator of the Consolidated Stores Corporation Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the CONSOLIDATED STORES CORPORATION SAVINGS PLAN (the Plan) as of December
31, 1997 and 1996, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1997. These financial statements
are the responsibility of the Plan Administrator. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1997 and 1996, and the changes in net assets available for benefits for the year
ended December 31, 1997, in conformity with generally accepted accounting
principles. Our audits were conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental schedules of
(1) assets held for investment as of December 31, 1997, and (2) reportable
transactions in excess of five percent of the current value of Plan assets for
the year ended December 31, 1997, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplemental information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
administrator. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1997 financial statements and, in our opinion,
are fairly stated in all material respects when considered in relation to the
basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Dayton, Ohio,
May 29, 1998
PAGE 3
4
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
----------------------------
1997 1996
----------- ------------
ASSETS
Investment in Securities (at market):
Consolidated Stores Corporation
Common Shares $42,676,234 $22,402,365
Investment in Mutual Funds:
Basic Value Fund 11,434,052 9,004,813
Capital Fund 6,207,534 5,494,263
Global Allocation Fund 4,932,645 4,844,805
Growth Fund 7,926,939 5,932,163
Investment in Money Market Funds 11,863,044 12,371,535
Contribution receivable from:
Consolidated Stores Corporation 3,421,236 3,059,590
Participants 194,733 167,232
Loans receivable 4,907,483 3,874,634
Receivable from nonqualified plan 333,909 249,144
----------- -----------
93,897,809 67,400,544
----------- -----------
LIABILITIES
Payable to Plan participants 224,830 22,603
----------- -----------
224,830 22,603
----------- -----------
Net assets available for Plan benefits $93,672,979 $67,377,941
=========== ===========
See notes to financial statements.
PAGE 4
5
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year
Ended
December 31,
1997
-----------
INCREASE IN PLAN ASSETS:
Contributions:
Participant contributions $ 7,077,989
Company contributions 3,421,236
Investment Income:
Interest 319,007
Dividend 3,052,926
Net appreciation in fair value of investments 21,621,804
-----------
TOTAL INCREASES 35,492,962
DECREASES IN PLAN ASSETS:
Distributions and loans to Plan participants 9,197,924
-----------
TOTAL DECREASES 9,197,924
-----------
NET INCREASE IN PLAN ASSETS 26,295,038
NET ASSETS - BEGINNING OF YEAR 67,377,941
-----------
NET ASSETS - END OF YEAR $93,672,979
===========
See notes to financial statements.
PAGE 5
6
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
PLAN DESCRIPTION
On December 31, 1997, there were 13,459 employees eligible to participate in the
Plan. On that date 6,590 were participating.
The following brief description of the Consolidated Stores Corporation Savings
Plan ("Plan") provides only general information. Participants should refer to
the Plan document for more complete information.
The purposes of the Plan are to encourage employee savings, to facilitate
employee ownership of the Common Stock of Consolidated Stores Corporation, and
to provide benefits during the employee's participation in the Plan and upon
retirement, death, disability or termination of employment.
The administrator of the Plan is Consolidated Stores Corporation Savings Plan
Committee ("Committee"). Effective January 31, 1996, The Trustee of the Plan is
The Fifth Third Bank of Cincinnati. (see TRUST AGREEMENT).
All employees of Consolidated Stores Corporation and any of its subsidiaries
("Company") which have adopted the Plan are eligible to participate.
Participants must have attained age twenty-one and have completed one year of
service prior to eligibility. Eligible employees may begin participation on the
first day of the month following satisfaction of eligibility requirements. For
any plan year, participants may contribute to the Plan any whole dollar amount
not less than 1% of their compensation for such plan year but not more than the
lesser of $9,500 (or such larger amount in accordance with Code Section 402(g)
which is $10,000 as of January 1, 1998) or 15% of their compensation for the
plan year. For the Plan years 1997 and 1996 the Company made matching
contributions to the Plan on behalf of participants in an amount equal to 100%
of the first 2% and 50% of the next 4%, of the employee's first 6% contribution.
The Company's matching contributions may be made in the form of Common Stock of
the Company.
Participants may elect to allocate their elective contribution to any of the
Investment Funds (See INVESTMENT PROGRAMS) in increments of 1%. Additionally,
this allocation may be revised or investment balances may be transferred by the
participant upon notifying participant services by telephone.
Each participant shall be fully vested in the Company's matching contributions
allocable to their account in the event of retirement or other termination of
employment on or after his or her 65th birthday, on account of disability, as
defined, or by reason of death.
A participant whose employment terminates under circumstances other than those
described in the preceding paragraph will be vested in a portion of the
Company's matching contribution based on years of service as follows:
PAGE 6
7
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
PLAN DESCRIPTION - CONTINUED
Vested
Years of Service Percentage
---------------- ----------
Less than 2 --
At least 2 but less than 3 25
At least 3 but less than 4 50
At least 4 but less than 5 75
5 or more 100
The portion of the Company's matching contribution that is not fully vested will
be forfeited at the time employment terminates. The Company has the right to
terminate or amend the Plan at any time. In the event of termination, the Plan
assets will be distributed to the participants, after payment of any expenses
properly chargeable thereto, in proportion to their respective account balances.
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan transactions are treated as a transfer to the Loan and Short Term
Investment fund from the Participant investment funds. One loan per participant
may be outstanding at any time and the loan term may not exceed 5 years. Loans
are secured by the balance in the participant's account and bear interest at the
prime rate plus 1% (rounded to the next 1/4%) as quoted in The Wall Street
Journal as of the most recent quarters end when the loan application is
approved. Loan repayments, including interest, are through regular payroll
deductions. Loan balance may be paid off at any time without penalty.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING. The financial statements of the Plan are prepared on the
accrual basis of accounting.
INVESTMENTS. Investments are reflected in the accompanying statement of net
assets available for benefits at market value, which is the valuation of the
security or interest in an equity fund at year-end as determined by the quoted
market price.
NET APPRECIATION (DEPRECIATION) ON INVESTMENTS. Realized gains and losses are
determined on a first-in, first-out basis utilizing a revalued cost which is
calculated using beginning of the year market values, or purchase price if
acquired during the year. Unrealized appreciation (depreciation) of investments
is calculated as the market value at the end of the year less the market value
at the beginning of the year, or purchase price if acquired during the year.
BENEFITS PAYABLE. As of December 31, 1997, net assets available for benefits
included benefits of $224,830 due to participants who have withdrawn from
participation in the Plan.
PAGE 7
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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
TRUST AGREEMENT
Under a trust agreement effective January 31, 1996, The Fifth Third Bank of
Cincinnati is responsible for investing the participants' contributions in the
funds designated by each participant. In addition, the trustee processes and
distributes all distributions from the Plan based on information provided by the
Company. Administrative fees due under the trust agreement are paid by the
Company.
INVESTMENT PROGRAMS
During the years ended December 31, 1997 and 1996, participants could direct
their contributions to different funds of the Plan as described below:
MONEY MARKET FUNDS
MERRILL LYNCH RETIREMENT PRESERVATION TRUST. The Merrill Lynch Retirement
Preservation Trust ("RP Trust") is a collective trust fund that invests
primarily in Investment Contracts (GlCs) and United States Government and United
States Government Agency securities.
MUTUAL FUNDS
MERRILL LYNCH BASIC VALUE FUND, INC. The Merrill Lynch Basic Value Fund, Inc.
("BV Fund") is a diversified, open-end, investment company seeking capital
appreciation and, secondarily, income by investing in securities, primarily
equities.
MERRILL LYNCH CAPITAL FUND, INC. The Merrill Lynch Capital Fund, Inc. ("Capital
Fund") seeks to achieve the highest total investment return consistent with
prudent risk through a fully managed investment policy utilizing equity, debt
(including money market) and convertible securities.
MERRILL LYNCH GLOBAL ALLOCATION FUND, INC. The Merrill Lynch Global Allocation
Fund, Inc. ("Global Fund") is a non-diversified mutual fund seeking high total
investment return, through a fully-managed investment policy utilizing United
States and foreign equity, debt, and money market securities.
PAGE 8
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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
MUTUAL FUNDS - CONTINUED
MERRILL LYNCH GROWTH FUND. The Merrill Lynch Growth Fund ("Growth Fund") is a
mutual fund seeking to provide growth of capital and, secondarily, income by
investing in a diversified portfolio of primarily equity securities.
COMPANY STOCK FUND
CONSOLIDATED STORES CORPORATION STOCK FUND. Contributions are invested in Common
Shares of Consolidated Stores Corporation. All employer matching contributions
are made to this fund.
TAX STATUS
The Plan and its Trust qualify for special tax treatment under Sections 401(a),
401(k), and 501(a) of the Internal Revenue Code of 1986, as amended.
Qualification under these sections means the Plan is exempt from Federal income
tax. Accordingly, no provision for Federal income taxes has been made in the
accompanying financial statements.
TRANSFERRED ASSETS
Effective January 16, 1998, the Company acquired Mac Frugal's Bargains -
Closeouts, Inc (Mac Frugal's) through a pooling of interest. As a result of this
combination, eligible associates of Mac Frugal's will subsequently be
transferred into the Company's Plan in May of 1998.
PAGE 9
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CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM
For the Year Ended December 31, 1997
----------------------------------------------------------------------------------------
Number of Loan and Retirement Basic Value Capital Global
Shares Short-term Preservation Fund Fund Allocation
Investment Trust Fund
Fund
------------ -------------- -------------- -------------- -------------- --------------
ASSETS
Investment in Securities
(at market):
Consolidated Stores Corporation
Common Stock 970,731 $ $ $ $ $
-- -- -- -- --
Investment in Mutual Funds:
Basic Value Fund 308,360 -- -- 11,434,052 -- --
Capital Fund 179,879 -- -- -- 6,207,534 --
Global Allocation Fund 248,844 -- -- -- -- 4,932,645
Growth Fund 275,682 -- -- -- -- --
Investment in Money Market Funds 11,863,044 -- 11,863,044 -- -- --
Contribution receivable from:
Consolidated Stores Corporation -- -- -- -- --
Participants 45,457 33,046 25,471 15,276 14,670
Loans receivable 4,907,483 -- -- -- --
Receivable from nonqualified plan -- 31,340 44,361 26,588 23,869
---------- ----------- ----------- ---------- ----------
4,952,940 11,927,430 11,503,884 6,249,398 4,971,184
LIABILITIES
Payable to Plan participants -- 76,435 48,283 10,191 9,635
---------- ----------- ----------- ---------- ----------
-- 76,435 48,283 10,191 9,635
---------- ----------- ----------- ---------- ----------
$4,952,940 $11,850,995 $11,455,601 $6,239,207 $4,961,549
========== =========== =========== ========== ==========
--------------------------------------------
Growth Fund Company Plan
Stock Fund Total
-------------- -------------- --------------
ASSETS
Investment in Securities
(at market):
Consolidated Stores Corporation
Common Stock $ -- $42,676,234 $42,676,234
Investment in Mutual Funds:
Basic Value Fund -- -- 11,434,052
Capital Fund -- -- 6,207,534
Global Allocation Fund -- -- 4,932,645
Growth Fund 7,926,939 -- 7,926,939
Investment in Money Market Funds -- -- 11,863,044
Contribution receivable from:
Consolidated Stores Corporation -- 3,421,236 3,421,236
Participants 18,134 42,679 194,733
Loans receivable -- -- 4,907,483
Receivable from nonqualified plan 28,844 178,907 333,909
---------- ----------- -----------
7,973,917 46,319,056 93,897,809
LIABILITIES
Payable to Plan participants 20,915 59,371 224,830
---------- ----------- -----------
20,915 59,371 224,830
---------- ----------- -----------
$7,953,002 $46,259,685 $93,672,979
========== =========== ===========
PAGE 10
11
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM - CONTINUED
For the Year Ended December 31, 1996
----------------------------------------------------------------------------------------
Number of Loan and Retirement Basic Value Capital Global
Shares Short-term Preservation Fund Fund Allocation
Investment Trust Fund
Fund
------------ -------------- -------------- -------------- -------------- --------------
ASSETS
Investment in Securities
(at market):
Consolidated Stores Corporation
Common Stock 694,647 $ -- $ -- $ -- $ -- $ --
Investment in Mutual Funds:
Basic Value Fund 290,478 -- -- 9,004,813 -- --
Capital Fund 176,949 -- -- -- 5,494,263 --
Global Allocation Fund 332,976 -- -- -- -- 4,844,805
Growth Fund 227,025 -- -- -- -- --
Investment in Money Market Funds 12,371,535 -- 12,371,535 -- -- --
Contribution receivable from:
Consolidated Stores Corporation -- -- -- -- --
Participants -- 33,993 30,943 17,602 16,407
Loans receivable 3,874,634 -- -- -- --
Receivable from nonqualified plan -- 36,874 34,524 18,985 20,931
---------- ----------- ---------- ---------- ----------
3,874,634 12,442,402 9,070,280 5,530,850 4,882,143
LIABILITIES
Payable to Plan participants -- 3,262 4,880 4,323 --
---------- ----------- ---------- ---------- ----------
-- 3,262 4,880 4,323 --
---------- ----------- ---------- ---------- ----------
$3,874,634 $12,439,140 $9,065,400 $5,526,527 $4,882,143
========== =========== ========== ========== ==========
December 31, 1997
--------------------------------------------
Growth Fund Company Plan
Stock Fund Total
-------------- -------------- --------------
ASSETS
Investment in Securities
(at market):
Consolidated Stores Corporation
Common Stock $ -- $22,402,365 $22,402,365
Investment in Mutual Funds:
Basic Value Fund -- -- 9,004,813
Capital Fund -- -- 5,494,263
Global Allocation Fund -- -- 4,844,805
Growth Fund 5,932,163 -- 5,932,163
Investment in Money Market Funds -- -- 12,371,535
Contribution receivable from:
Consolidated Stores Corporation -- 3,059,590 3,059,590
Participants 17,015 51,272 167,232
Loans receivable -- -- 3,874,634
Receivable from nonqualified plan 19,407 118,423 249,144
---------- ----------- -----------
5,968,585 25,631,650 67,400,544
LIABILITIES
Payable to Plan participants 6,194 3,944 22,603
---------- ----------- -----------
6,194 3,944 22,603
---------- ----------- -----------
$5,962,391 $25,627,706 $67,377,941
========== =========== ===========
PAGE 11
12
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM
December 31, 1997
-------------------------------------------------------------------------------
Loan and Retirement Basic Value Capital Global
Short-term Preservation Fund Fund Allocation
Investment Trust Fund
Fund
--------------- ------------------------------ --------------- ---------------
INCREASE IN PLAN ASSETS:
Contributions:
Participant contributions -- $1,526,241 $ 1,219,468 $ 778,420 $719,124
Company contributions -- -- -- -- --
Investment Income:
Interest 319,007 -- -- -- --
Dividend -- 385,371 892,793 537,750 667,056
Net appreciation(depreciation) in fair
value of investments -- 434,770 1,750,574 621,643 (132,188)
---------- ----------- ----------- ---------- ----------
TOTAL INCREASES 319,007 2,346,382 3,862,835 1,937,813 1,253,992
DECREASES (INCREASES) IN PLAN ASSETS:
Distributions and loans to Plan participants 498,829 2,227,052 1,137,240 840,533 619,468
Interfund transfers - net (1,258,128) 707,475 335,394 384,600 555,118
---------- ----------- ----------- ---------- ----------
TOTAL DECREASES (INCREASES) (759,299) 2,934,527 1,472,634 1,225,133 1,174,586
---------- ----------- ----------- ---------- ----------
NET INCREASE (DECREASE) IN PLAN ASSETS 1,078,306 (588,145) 2,390,201 712,680 79,406
NET ASSETS - BEGINNING OF YEAR 3,874,634 12,439,140 9,065,400 5,526,527 4,882,143
---------- ----------- ----------- ---------- ----------
NET ASSETS - END OF YEAR $4,952,940 $11,850,955 $11,455,601 $6,239,207 $4,961,549
========== =========== =========== ========== ==========
December 31, 1997
-----------------------------------------------
Growth Fund Company Stock Plan
Fund Total
-------------- --------------- ----------------
INCREASE IN PLAN ASSETS:
Contributions:
Participant contributions $943,158 $ 1,891,578 $ 7,077,989
Company contributions -- 3,421,236 3,421,236
Investment Income:
Interest -- -- 319,007
Dividend 569,956 -- 3,052,926
Net appreciation(depreciation) in fair
value of investments 583,292 18,363,713 21,621,804
---------- ----------- -----------
TOTAL INCREASES 2,096,406 23,676,527 35,492,962
DECREASES (INCREASES) IN PLAN ASSETS:
Distributions and loans to Plan participants 783,990 3,090,812 9,197,924
Interfund transfers - net (678,195) (46,264) --
---------- ----------- -----------
TOTAL DECREASES (INCREASES) 105,795 3,044,548 9,197,924
---------- ----------- -----------
NET INCREASE (DECREASE) IN PLAN ASSETS 1,990,611 20,631,979 26,295,038
NET ASSETS - BEGINNING OF YEAR 5,962,391 25,627,706 67,377,941
---------- ----------- -----------
NET ASSETS - END OF YEAR $7,953,002 $46,259,685 $93,672,979
========== =========== ===========
PAGE 12
13
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1997
Purchase Cost Market Value
----------------------------- -----------------------------
No. of
Shares or Share or Share or
Security Description Units Unit Total Unit Total
- ----------------------------------------- -------------- ----------- ----------------- ----------- -----------------
COMPANY STOCK FUND
- ------------------
Consolidated Stores Corporation
Common Stock 970,731 $17.735 $17,215,840 $43.963 $42,676,234
MUTUAL FUNDS
- ------------
Merrill Lynch Basic Value Fund 308,360 $28.973 8,934,207 $37.080 11,434,052
Merrill Lynch Global Allocation Fund 348,844 $14.438 5,036,741 $14.140 4,932,645
Merrill Lynch Capital Fund 179,879 $30.618 5,507,473 $34.510 6,207,534
Merrill Lynch Growth Fund 275,682 $26.831 7,396,790 $28.754 7,926,939
MONEY MARKET FUNDS
- ------------------
Merrill Lynch Retirement
Preservation Trust 11,863,044 $ 1.000 11,863,044 $ 1.000 11,863,044
PAGE 13
14
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
FIVE PERCENT OF CURRENT VALUE OF PLAN ASSETS
YEAR ENDED DECEMBER 31, 1997
Type/ No. of No. of Shares Gain
Security Description Transactions or Units Purchase Cost Proceeds (Loss)
- ----------------------------------------- -------------------------------- --------------- --------------- ---------------
COMPANY STOCK FUND
- ------------------
Consolidated Stores Corporation
Common Stock Purchase/160 209,727 $ 7,985,088 $ -- --
Consolidated Stores Corporation
Common Stock Sales/210 134,592 2,313,588 5,402,396 3,088,808
MUTUAL FUNDS
- ------------
Merrill Lynch Basic Value Fund Purchase/108 57,170 1,986,859 -- --
Merrill Lynch Basic Value Fund Sales/132 50,194 1,406,925 1,806,063 399,138
Merrill Lynch Growth Fund Purchase/126 102,452 3,113,345 -- --
Merrill Lynch Growth Fund Sales/105 72,696 1,838,648 2,208,770 370,122
MONEY MARKET FUNDS
- ------------------
Merrill Lynch Retirement
Preservation Trust Purchase/97 2,039,014 2,039,014 -- --
Merrill Lynch Retirement
Preservation Trust Sale/144 3,279,749 3,279,749 3,279,749 --
PAGE 14
15
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in (i) Registration
Statement No. 33-42502 on Form S-8 pertaining to Consolidated Stores Corporation
Director Stock Option Plan (ii) Registration Statement No. 33-42692 on Form S-8
pertaining to Consolidated Stores Corporation Supplemental Savings Plan (iii)
Post Effective Amendment No. 2 to Registration Statement No. 33-6068 on Form S-8
pertaining to Consolidated Stores Corporation Executive Stock Option and Stock
Appreciation Rights Plan (iv) Post Effective Amendment No. 1 to Registration
Statement No. 33-19378 on Form S-8 pertaining to Consolidated Stores Corporation
Savings Plan (v) Post Effective Amendment No. 2 to Registration Statement No.
333-2545 on Form S-3 pertaining to the issuance of Consolidated Stores
Corporation Common Shares (vi) Registration Statement No. 333-32063 on Form S-8
pertaining to Consolidated Stores Corporation 1996 Performance Incentive Plan
and (vii) Registration Statement No. 333-41143 on Form S-4 pertaining to the
issuance of Consolidated Stores Corporation Common Shares of our report dated
May 29, 1998, appearing in this Amendment No. 1 to Annual Report on Form 10-K of
Consolidated Stores Corporation for the year ended January 31, 1998.
Deloitte & Touche LLP
Dayton, Ohio
June 24, 1998
PAGE 15
16
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant and the administrators of the Plan have duly caused this amendment to
its annual report on Form 10-K to be signed on its behalf by the undersigned
hereunto duly authorized.
CONSOLIDATED STORES CORPORATION
By: /s/ Michael L. Glazer
--------------------------------------------------
Michael L. Glazer,
President
By: /s/ Michael J. Potter
--------------------------------------------------
Michael J. Potter,
Executive Vice President, Chief Financial Officer
and Principal Accounting Officer
CONSOLIDATED STORES CORPORATION SAVINGS PLAN
By: /s/ Brad A.Waite
--------------------------------------------------
Brad A. Waite,
Senior Vice President Human Resources
Dated: June 24, 1998
PAGE 16
