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): May 12, 2004
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CIRCUIT CITY STORES, INC.
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
001-05767 54-0493875
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(Commission (I.R.S. Employer
File No.) Identification No.)
9950 Mayland Drive, Richmond, Virginia 23233
(Address of principal executive offices) (Zip Code)
(804) 527-4000
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 12, 2004, Circuit City Stores, Inc. acquired a controlling
interest in InterTAN,Inc. in a public tender offer for all of the
outstanding InterTAN common shares.
The initial offering period for the tender offer expired at 11:59 p.m.,
Eastern Daylight Time, on Tuesday, May 11, 2004. As of the initial
expiration of the tender offer, 19,276,483 shares of InterTAN common
stock (including guaranteed deliveries), representing approximately 95%
of the outstanding shares, had been tendered. All validly tendered
shares were accepted for payment.
On May 12, 2004, Circuit City issued a press release announcing the
completion of the initial offering period and the commencement of a
subsequent offering period, to expire at 11:59 p.m., Eastern Daylight
Time, on Friday, May 14, 2004. The full text of the press release is
filed as an exhibit hereto and is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of business acquired.
Financial Statements with respect to the acquisition required by Item 7
of Form 8-K will be filed not later than July 12, 2004.
(b) Pro forma financial information.
Pro Forma Financial Statements with respect to the acquisition required
by Item 7 of Form 8-K will be filed not later than July 12, 2004.
(c) Exhibits.
2.1 Acquisition Agreement and Agreement and Plan of Merger, dated as of
March 30, 2004, by and among Circuit City Stores, Inc., Winston
Acquisition Corp. and InterTAN, Inc.(incorporated by reference to
Exhibit(d)(2) to the Circuit City Stores, Inc. Schedule TO-T filed with
the SEC on April 13, 2004(File No. 005-42871))
99.1 Press Release dated May 12, 2004(incorporated by reference to Exhibit
(a)(5)(j) to the Circuit City Stores, Inc. Schedule TO-T/A filed with
the SEC on May 12, 2004 (File No. 005-42871))
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CIRCUIT CITY STORES, INC.
By: /s/Philip J. Dunn
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Philip J. Dunn
Senior Vice President, Treasurer,
Corporate Controller and
Chief Accounting Officer
Date: June 14, 2004
INDEX TO EXHIBIT
Exhibit No. Description of Exhibit
2.1 Acquisition Agreement and Agreement and Plan of Merger, dated
as of March 30, 2004, by and among Circuit City Stores, Inc.,
Winston Acquisition Corp. and InterTAN, Inc. (incorporated by
reference to Exhibit (d)(2) to the Circuit City Stores, Inc.
Schedule TO-T filed with the SEC on April 13, 2004 (File No.
005-42871))
99.1 Press Release dated May 12, 2004(incorporated by reference to
Exhibit (a)(5)(j) to the Circuit City Stores, Inc. Schedule
TO-T/A filed with the SEC on May 12, 2004 (File No.
005-42871))