Big Lots Inc – ‘8-A12B’ on 4/12/99

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Consolidated Stores Corporation Form 8-A12B            6     25K 
 2: EX-1        Underwriting Agreement                                78    242K 

8-A12B   —   Consolidated Stores Corporation Form 8-A12B
Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------------------

FORM 8-A

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) OR (g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

           CONSOLIDATED STORES CORPORATION
------------------------------------------------------------------------------- 
(Exact name of registrant as specified in its charter)

         Delaware                                   06-1119097
------------------------------------------------------------------------------- 
(State of incorporation or organization)                  (I.R.S. Employer      
                                                     Identification No.)

1105 North Market Street, Suite 1300                          
P.O. Box 8985                                                 
Wilmington, Delaware                                  19899   
------------------------------------------------------------------------------- 
(Address of principal executive offices)             (Zip Code) 

Securities to be registered pursuant to Section 12(b) of the Act:               

                                 Name of each exchange
Title of each class                 on which each class is  
to be so registered                 to be registered        
-------------------                 ----------------------- 
Preferred Stock                     New York Stock Exchange 
Purchase Rights                                             

If this form relates to the                   If this form relates to the       
registration of a class of                    registration of a class of        
securities pursuant to Section 12(b)          securities pursuant to            
of the Exchange Act and is effective          Section 12(g) of the Exchange     
pursuant to General Instruction A.(c),        Act and is effective pursuant     
check the following box. [X]                  to General Instruction A.(d),     
                                        check the following box. [ ]

Securities Act registration file number to which this form relates:             
N/A                                                           

Securities to be registered pursuant to Section 12(g) of the Act:               

None
------------------------------------------------------------------------------- 
(Title of Class)

8-A12B
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 INFORMATION REQUIRED IN
REGISTRATION STATEMENT

Item 1.           Description of Registrant's Securities to be Registered.      
            --------------------------------------------------------

                On February 23, 1999, the Board of Directors of Consolidated
Stores Corporation declared a dividend distribution of one Right for each       
outstanding share of Consolidated's Common Stock (both voting and non-voting) to
stockholders of record at the close of business on April 18, 1999. Each Right   
entitles the registered holder to purchase from Consolidated a unit consisting  
of one one-thousandth of a share of Series B Junior Participating Preferred     
Stock at an exercise price of $125.00 per unit, subject to adjustment. The terms
of the Rights are described in a Rights Agreement, dated as of April 6, 1999,   
between Consolidated and National City Bank, as Rights Agent.                   

              Initially, the Rights will be attached to all Common Stock
certificates representing outstanding shares and no separate Rights Certificates
will be distributed. The Rights will separate from the Common Stock and a       
distribution date will occur upon the earlier of (1) 10 business days following 
a public announcement that a person or group has acquired, or obtained the right
to acquire, beneficial ownership of 20% or more of the outstanding shares of    
Consolidated Common Stock (the "Stock Acquisition Date"), other than as a result
of repurchases of stock by Consolidated or specified inadvertent actions by     
institutional and other specified stockholders, or (2) 10 business days (or a   
later date specified by Consolidated's Board of Directors) following the        
commencement of a tender offer or exchange offer that would result in a person  
or group beneficially owning 20% or more of the outstanding shares of Common    
Stock.                                                                          

                 Until the distribution date, (1) the Rights will be evidenced
by the Common Stock certificates and transferred with and only with those Common
Stock certificates, (2) new Common Stock certificates issued after April 18,    
1999 will contain a notation incorporating the Rights Agreement by reference and
(3) the surrender of any Common Stock certificate for transfer will also        
constitute the transfer of the associated Rights.                               

                  The Rights are not exercisable until the distribution date and
will expire at the close of business on April 18, 2009, unless earlier redeemed 
by Consolidated.                                                                

              As soon as practicable after the distribution date, Rights
Certificates will be mailed to record holders of Common Stock as of the close of
business on the distribution date and, thereafter, the separate Rights          
Certificates alone will represent the Rights. Unless Consolidated's Board of    
Directors determines otherwise, only shares of Common Stock issued prior to the 
distribution date will be issued with Rights.                                   

                If a person becomes the beneficial owner of more than 20% of
the outstanding shares of Common Stock (except pursuant to an offer for all     
outstanding shares of Common Stock which at least a majority of the specified   
disinterested members of the Board of Directors determines is fair to and       
otherwise in the best interests of Consolidated and its stockholders),          

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each holder of a Right will have the right to receive, upon exercise, shares of 
Common Stock having a value equal to two times the exercise price of the Right. 
If Consolidated does not have sufficient shares of Common Stock authorized,     
Consolidated will seek stockholder approval to authorize the additional shares  
required. Alternatively, Consolidated may substitute cash, property or other    
securities for shares of Common Stock to allow the full exercise of the Rights. 
All Rights that are, or (under the circumstances specified in the Rights        
Agreement) were, beneficially owned by the 20% stockholder will be null and     
void. However, Rights are not exercisable until Consolidated may no longer      
redeem them.                                                                    

             If, at any time following the Stock Acquisition Date, (1)
Consolidated is acquired in a merger or other business combination transaction  
in which Consolidated does not survive (other than a merger following an offer  
approved by a majority of the disinterested members of the Board as described   
above), or (2) 50% or more of Consolidated's assets, cash flow or earning power 
is sold or transferred, each holder of a Right (except Rights which have        
previously been voided) will have the right to receive, upon exercise, common   
shares of the acquiring company having a value equal to two times the exercise  
price of the Right. If Rights cannot be exercised for common stock of the       
acquiring company, holders of the Rights will be entitled to put the Rights to  
the 20% stockholder for cash in an amount equal to the exercise price.          

          The exercise price payable, and the number of units of
Preferred Stock or other securities or property issuable, upon exercise of the  
Rights are subject to adjustment from time to time to prevent dilution. With    
specified exceptions, no adjustment in the exercise price will be required until
the cumulative adjustments amount to at least 1% of the exercise price. No      
fractional units will be issued and, in lieu thereof, an adjustment in cash will
be made based on the market price of the Preferred Stock on the last trading day
prior to the date of exercise of the related Rights.                            

                In general, at any time until 10 business days following the
Stock Acquisition Date, Consolidated may redeem the Rights in whole, but not in 
part, at a price of $.01 per Right (payable in cash, Common Stock or other      
consideration deemed appropriate by the Board of Directors). Once the Board of  
Directors orders redemption of the Rights, the Rights will terminate. The only  
right of the holders of Rights will be to receive the $.01 per Right redemption 
price.                                                                          

                 Until a Right is exercised, the holder of the Right will have
no rights as a stockholder, including no right to vote or to receive dividends. 
While the distribution of the Rights will not be taxable to stockholders or to  
Consolidated, stockholders may, depending upon the circumstances, recognize     
taxable income if the Rights become exercisable for Common Stock (or other      
consideration) of Consolidated or for common stock of the acquiring company as  
described above.                                                                

                Any of the provisions of the Rights Agreement may be amended
by the Board of Directors prior to the distribution date. After the distribution
date, the provisions of the Rights Agreement may be amended by the Board to cure
any ambiguity, to make changes which do not adversely affect the interests of   
Rights holders, or to shorten or lengthen any time period under                 

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the Rights Agreement; however, no amendment may be made at a time when the      
Rights are not redeemable.                                                      

                As of April 6, 1999, there were 109,913,223 shares of Common
Stock outstanding, no shares of Common Stock held in Consolidated's             
treasury and 13,472,717 shares of Common Stock authorized for issuance upon     
exercise of options granted under Consolidated's stock option plans. Each       
outstanding share of Common Stock as of the close of business on April 18, 1999,
will receive one Right. As long as the Rights are attached to the shares of     
Common Stock and in other circumstances specified in the Rights Agreement, the  
Company will issue one Right for each share of Common Stock issued on or after  
April 18, 1999.                                                                 

              The Rights may have anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire        
Consolidated in a manner which causes the Rights to become discount Rights      
unless the offer is conditioned on a substantial number of Rights being         
acquired. The Rights should not, however, affect any prospective offeror willing
to make an offer at a fair price and otherwise in the best interests of         
Consolidated and its stockholders as determined by a majority of the Board of   
Directors who are not affiliated with the person making the offer, or willing to
negotiate with the Board of Directors. The Rights should not interfere with any 
merger or other business combination approved by the Board of Directors of      
Consolidated since the Board of Directors may, at its option, at any time prior 
to 10 days following the Stock Acquisition Date redeem all but not less than all
of the outstanding Rights.                                                      

                  The Rights Agreement specifying the terms of the Rights, which
includes the form of Certificate of Designation, Preferences and Rights of      
Series B Junior Participating Preferred Stock describing the terms of the       
Preferred Stock as Exhibit A, is included as Exhibit 1 to this Registration     
Statement and is incorporated herein by reference. The foregoing description of 
the Rights does not purport to be complete and is qualified in its entirety by  
reference to Exhibit 1 to this Registration Statement.                          

Item 2.           Exhibits                                                      
--------                                    

                                                                [Download Table]

Exhibit No.                                      Exhibit                        
----------                                       -------                        

                                                                                
    1                      Rights Agreement, dated as of April 6, 1999, between 
                           Consolidated Stores Corporation and National City    
                           Bank, as Rights Agent, including form of Certificate 
                           of Designation, Preferences and Rights of Series B   
                           Junior Participating Preferred Stock of Consolidated 
                           Stores Corporation authorizing the Series B Junior   
                           Participating Preferred Stock, as Exhibit A, the form
                           of Rights Certificate as Exhibit B and the Summary of
                           Rights to Purchase Preferred Stock as Exhibit C.     
                           Pursuant to the Rights Agreement, Rights Certificates
                           will not be mailed until after the earlier of (1) the
                           tenth business day after a public announcement that a
                           person or group has acquired 20% or more of the      
                           outstanding shares of Common Stock, other than as a  
                           result of repurchases of stock by Consolidated Stores

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                   Corporation or specified inadvertent actions by
                         institutional and other specified stockholders or (2)
                the tenth business day after the date of the
                     commencement of a tender or exchange offer by any
                          person or group that would result in a person or group
                      beneficially owning 20% or more of the outstanding
shares of Common Stock.     

 SIGNATURE

                Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.         

               CONSOLIDATED STORES CORPORATION

Date:  April 8, 1999            By: /s/ William G. Kelley                       
                                 -----------------------------------------

        Name:  William G. Kelley
                                   ---------------------------------------
                             Title:  Chairman, Chief Executive Officer and
         President
                                     -------------------------------------

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8-A12B
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 EXHIBIT INDEX
 -------------

                                                        [Enlarge/Download Table]

Exhibit                                 Description                                  Page
-------                                 -----------                                  ----

                                                                                         
   1     Rights Agreement,  dated as of April 6, 1999, between  Consolidated Stores     7
         Corporation  and National City Bank, as Rights  Agent,  including  form of      
         Certificate  of  Designation,  Preferences  and  Rights of Series B Junior      
         Participating   Preferred   Stock  of  Consolidated   Stores   Corporation      
         authorizing the Series B Junior Participating  Preferred Stock, as Exhibit      
         A, the form of Rights  Certificate  as Exhibit B and the Summary of Rights      
         to  Purchase  Preferred  Stock  as  Exhibit  C.  Pursuant  to  the  Rights      
         Agreement,  Rights Certificates will not be mailed until after the earlier      
         of (1) the tenth  business day after a public  announcement  that a person      
         or group  has  acquired  20% or more of the  outstanding  shares of Common      
         Stock,  other  than as a result of  repurchases  of stock by  Consolidated      
         Stores Corporation or specified  inadvertent  actions by institutional and      
         other specified  stockholders or (2) the tenth business day after the date      
         of the  commencement  of a tender or exchange offer by any person or group      
         that would result in a person or group beneficially  owning 20% or more of      
         the outstanding shares of Common Stock.                                         

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
		4/18/09		2
		4/18/99		2		4
Filed on:		4/12/99							8-K
		4/8/99		5					8-K
		4/6/99		2		6
		2/23/99		2
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