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 30, 1999 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 $3,031,625,519 on March 26, 1999. 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 104,538,811 shares. The number of shares of Common Stock $.01 par value per share, outstanding as of March 26, 1999, was 109,901,936 and there were no shares of Non-Voting Common Stock, $.01 par value per share outstanding at that date. Page 1
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 30, 1999, 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, 1998. 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, 1998 and December 31, 1997 4 Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 1998 5 Notes to Financial Statements 6 Supplemental Schedules: Schedule of Assets Held for Investments as of December 31, 1998 13 Schedule of Reportable Transactions in Excess of Five Percent of Current Value of Plan Assets for the Year Ended December 31, 1998 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, 1998 and 1997, and the related statement of changes in net assets available for benefits for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, 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, 1998, and (2) reportable transactions in excess of five percent of the current value of Plan assets for the year ended December 31, 1998, 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 1998 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 7, 1999 Page 3
4 CONSOLIDATED STORES CORPORATION SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, -------------------------------------- 1998 1997 ------------------ ----------------- ASSETS Investment in Securities: Consolidated Stores Corporation Common Shares $ 39,141,595 $ 42,676,234 Investment in Mutual Funds: Basic Value Fund 15,985,777 11,434,052 Capital Fund 8,844,077 6,207,534 Global Allocation Fund 6,077,860 4,932,645 Growth Fund 7,121,289 7,926,939 Investment in Money Market Funds 30,506,239 11,863,044 Contribution receivable from: Consolidated Stores Corporation 5,350,492 3,421,236 Participants 340,342 194,733 Loans receivable 6,901,197 4,907,483 Receivable from nonqualified plan 254,615 333,909 ------------ ------------ 120,523,483 93,897,809 ------------ ------------ LIABILITIES Payable to Plan participants 224,830 ------------ ------------ 224,830 ------------ ------------ Net assets available for Plan benefits $120,523,483 $ 93,672,979 ============ ============ 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, 1998 ------------------ INCREASE IN PLAN ASSETS: Contributions: Participant contributions $ 9,125,383 Company contributions 4,941,658 Investment Income: Interest 510,376 Dividend 3,793,612 Net depreciation in fair value of investments (7,511,853) Transfer of Plan assets from acquired Company 26,554,147 ------------- TOTAL INCREASES 37,413,323 DECREASES IN PLAN ASSETS: Benefits paid to Plan participants 10,378,590 Administrative expenses 184,229 ------------- TOTAL DECREASES 10,562,819 ------------- NET INCREASE IN PLAN ASSETS 26,850,504 NET ASSETS - BEGINNING OF YEAR 93,672,979 ------------- NET ASSETS - END OF YEAR $ 120,523,483 ============= See notes to financial statements. Page 5
6 CONSOLIDATED STORES CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS PLAN DESCRIPTION On December 31, 1998, there were 25,923 employees eligible to participate in the Plan. On that date 7,930 were actively 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"). 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 1998 and 1997 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 On termination of service due to death, disability, or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant's vested interest in their account, or annual installments over a ten year period. For termination of service due to other reasons, a participant may receive the value of their vested interest as a lump-sum distribution. 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. At December 31, 1998, forfeited non vested accounts totaled $63,534. These accounts may be utilized to offset future employer contributions. A total of $63,878 was used to reduce employer contributions during 1998. 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. PAYMENT OF BENEFITS. Benefits are recorded when paid. Page 7
8 CONSOLIDATED STORES CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) TRUST AGREEMENT Under a trust agreement 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, 1998 and 1997, participants could direct their contributions to different funds of the Plan as described below: MONEY MARKET FUNDS MERRILL LYNCH RETIREMENT PRESERVATION TRUST. According to the fund prospectus, 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. According to the fund prospectus, 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. According to the fund prospectus, 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. According to the fund prospectus, 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
9 CONSOLIDATED STORES CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) MUTUAL FUNDS - CONTINUED MERRILL LYNCH GROWTH FUND. According to the fund prospectus, 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 o Closeouts, Inc (Mac Frugal's) through a pooling of interest. As a result of this combination, eligible associates of Mac Frugal's were transferred into the Company's Plan in May of 1998. SUBSEQUENT EVENT Effective February 1, 1999, three additional funds to which participants could direct their contributions were made available. These funds are the Janus Twenty Fund, Fidelity US Bond Fund and Dreyfus S&P 500 Index Fund. Page 9
10 CONSOLIDATED STORES CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM For the Year Ended December 31, 1998 ---------------------------------------------------------------------------------------- Number of Loan and Retirement Basic Value Capital Global Shares Short-term Preservation Fund Fund Allocation Investment Trust Fund Fund ------------ -------------- -------------- -------------- -------------- -------------- ASSETS Investment in Securities: Consolidated Stores Corporation Common Stock 1,043,631 $ $ $ $ $ Investment in Mutual Funds: Basic Value Fund 420,613 15,985,777 Capital Fund 256,972 8,844,077 Global Allocation Fund 480,416 6,077,860 Growth Fund 323,329 Investment in Money Market Funds 30,506,239 30,506,239 Contribution receivable from: Consolidated Stores Corporation Participants 74,772 81,826 42,556 27,934 22,710 Loans receivable 6,901,197 Receivable from nonqualified plan 38,170 38,028 15,749 12,313 ------------ ------------ ------------ ------------ ------------ $ 6,975,972 $ 30,626,235 $ 16,006,361 $ 8,887,769 $ 6,112,883 ============ ============ ============ ============ ============ For the Year Ended December 31, 1998 ------------------------------------------- Growth Fund Company Plan Stock Fund Total ------------ -------------- -------------- ASSETS Investment in Securities: Consolidated Stores Corporation Common Stock $ $ 39,141,595 $ 39,141,595 Investment in Mutual Funds: Basic Value Fund 15,985,777 Capital Fund 8,844,077 Global Allocation Fund 6,077,860 Growth Fund 7,121,289 7,121,289 Investment in Money Market Funds 30,506,239 Contribution receivable from: Consolidated Stores Corporation 5,350,492 5,350,492 Participants 33,893 56,639 340,342 Loans receivable 6,901,197 Receivable from nonqualified plan 20,014 130,341 254,615 ------------ ------------ ------------ $ 7,175,196 $ 44,679,067 $120,523,483 ============ ============ ============ 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, 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: 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 =========== =========== =========== =========== =========== For the Year Ended December 31, 1997 ---------------------------------------- Growth Fund Company Plan Stock Fund Total ------------ ------------ ------------ ASSETS Investment in Securities: 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 11
12 CONSOLIDATED STORES CORPORATION SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (CONTINUED) CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT PROGRAM December 31, 1998 --------------------------------------------------------------------------------- Loan and Retirement Basic Value Capital Global Short-term Preservation Fund Fund Allocation Investment Fund Trust Fund ---------------------------------------------------------------------------------- INCREASE IN PLAN ASSETS: Contributions: Participant contributions $ $ 2,911,089 $ 1,438,187 $ 872,837 $ 768,351 Company contributions Investment Income: Interest 510,376 Dividend 1,191,923 1,244,313 518,256 695,063 Transfer of Plan assets from acquired Company 26,554,147 ------------ ------------ ------------ ------------ ------------ TOTAL INCREASES 27,064,523 4,103,012 2,682,500 1,391,093 1,463,414 DECREASES (INCREASES) IN PLAN ASSETS: Net (appreciation) depreciation in fair (15,557) (49,974) 221,049 766,960 value of investments Benefits paid to participants and 749,483 3,071,360 1,437,331 630,328 551,530 administrative expenses Interfund transfers - net 24,292,008 (17,728,031) (3,315,617) (2,108,846) (1,006,410) ------------ ------------ ------------ ------------ ------------ TOTAL DECREASES (INCREASES) 25,041,491 (14,672,228) (1,928,260) (1,257,469) 312,080 ------------ ------------ ------------ ------------ ------------ NET INCREASE (DECREASE) IN PLAN ASSETS 2,023,032 18,775,240 4,610,760 2,648,562 1,151,334 NET ASSETS - BEGINNING OF YEAR 4,952,940 11,850,995 11,455,601 6,239,207 4,961,549 ------------ ------------ ------------ ------------ ------------ NET ASSETS - END OF YEAR $ 6,975,972 $ 30,626,235 $ 16,066,361 $ 8,887,769 $ 6,112,883 ============ ============ ============ ============ ============ December 31, 1998 ----------------------------------------------- Growth Fund Company Stock Plan Fund Total ------------------------------------------------ INCREASE IN PLAN ASSETS: Contributions: Participant contributions $ 1,252,617 $ 1,882,302 $ 9,125,383 Company contributions 4,941,658 4,941,658 Investment Income: Interest 510,376 Dividend 142,597 1,460 3,793,612 Transfer of Plan assets from acquired Company 26,554,147 ------------ ------------ ------------ TOTAL INCREASES 1,395,214 6,825,420 44,925,176 DECREASES (INCREASES) IN PLAN ASSETS: Net (appreciation) depreciation in fair 2,231,664 4,357,711 7,511,853 value of investments Benefits paid to participants and 794,873 3,327,914 10,562,819 administrative expenses Interfund transfers - net (853,517) 720,413 ------------ ------------ ------------ TOTAL DECREASES (INCREASES) 2,173,020 8,406,038 18,074,672 ------------ ------------ ------------ NET INCREASE (DECREASE) IN PLAN ASSETS (777,806) (1,580,618) 26,850,504 NET ASSETS - BEGINNING OF YEAR 7,953,002 46,259,685 93,672,979 ------------ ------------ ------------ NET ASSETS - END OF YEAR $ 7,175,196 $ 44,679,067 $120,523,483 ============ ============ ============ Page 12
13 CONSOLIDATED STORES CORPORATION SAVINGS PLAN ITEM 27(a) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Purchase Cost Market Value ------------------------- ----------------------------- No. of Shares Share or Total Share or Total Security Description or Units Unit Unit - ------------------------------------ ------------- --------- -------------- ------------- ------------- COMPANY STOCK FUND * Consolidated Stores Corporation Common Stock 1,043,631 $27.354 $28,547,777 $37.500 $39,141,595 MUTUAL FUNDS * Merrill Lynch Basic Value Fund 420,613 $28.653 12,052,029 $38.006 15,985,777 * Merrill Lynch Global Allocation Fund 256,972 $32.982 8,475,523 $34.417 8,844,077 * Merrill Lynch Capital Fund 480,416 $13.263 6,371,606 $12.651 6,077,860 * Merrill Lynch Growth Fund 323,329 $25.677 8,302,053 $22.025 7,121,289 MONEY MARKET FUNDS * Merrill Lynch Retirement Preservation Trust 30,506,239 $ 1.000 28,740,227 $ 1.000 30,506,239
* Represents a party-in-interest. Page 13 14 CONSOLIDATED STORES CORPORATION SAVINGS PLAN ITEM 27(d) -- SCHEDULE OF REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1998 Purchases Sales ----------------------------- ------------------------------------------------------------ No. of Amount No. of Gain Security Description Transactions Transactions Proceeds Cost (Loss) - --------------------------------------------------- ------------- ------------- -------------- ------------ ------------- COMPANY STOCK FUND * Consolidated Stores Corporation 161 $9,438,193 256 $7,731,238 $4,546,806 $3,184,432 Common Stock MUTUAL FUNDS * Merrill Lynch Basic Value Fund 147 5,604,246 102 2,362,517 1,973,846 388,671 * Merrill Lynch Growth Fund 130 4,222,534 106 2,949,955 3,300,896 (350,941) * Merrill Lynch Capital Fund 134 3,645,030 86 1,302,387 1,267,681 34,706 MONEY MARKET FUNDS * Merrill Lynch Retirement 126 23,276,674 111 5,825,402 5,825,402 Preservation Trust
* Represents a party-in-interest. 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 7, 1999, appearing in this Amendment No. 1 to Annual Report on Form 10-K of Consolidated Stores Corporation for the year ended January 30, 1999. Deloitte & Touche LLP Dayton, Ohio June 23, 1999 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/ William G. Kelley --------------------------------------------- William G. Kelley, Chairman, Chief Executive Officer and 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 23, 1999 Page 16