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): November 17, 2004 - -------------------------------------------------------------------------------- FOOT LOCKER, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) New York - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) (212-720-3700) - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
1-10299 13-3513936 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification Number) 112 West 34th Street, New York, New York 10120 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Apointment of Principal Officers. (d) On November 17, 2004, the Company announced that its Board of Directors had elected Alan D. Feldman a director of the Company, effective as of February 1, 2005, to serve until the 2005 annual meeting of shareholders. The Board also appointed Mr. Feldman as a member of the Finance and Strategic Planning Committee, effective as of February 1, 2005. In electing Mr. Feldman a director of the Company, the Board of Directors determined that he is independent under the rules of The New York Stock Exchange. A copy of the press release concerning the election of Mr. Feldman is attached as Exhibit 99.1, which, in its entirety, is incorporated herein by reference. Item 8.01. Other Events. On November 17, 2004, the Company announced that its Board of Directors declared a quarterly cash dividend on the Company's Common Stock of seven and one-half cents ($0.075) per share, which will be payable on January 28, 2005 to shareholders of record on January 14, 2005. This dividend represents a 25 percent increase over the Company's previous quarterly per share amount. Item 9.01. Financial Statements and Exhibits. (c) Exhibits
99.1 Press Release of Foot Locker, Inc. dated November 17, 2004 reporting the election of Alan D. Feldman to the Board of Directors effective as of February 1, 2005. SIGNATURE 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 hereunto duly authorized. FOOT LOCKER, INC. ------------------------------------- (Registrant) Date: November 18, 2004 By: /s/ Gary M. Bahler -------------------------------- Gary M. Bahler Senior Vice President, General Counsel and Secretary
EXHIBIT 99.1 [FOOT LOCKER INC. GRAPHIC] N E W S R E L E A S E Contact: Peter D. Brown Vice President, Treasurer and Investor Relations Foot Locker, Inc. (212)720-4254 FOOT LOCKER, INC. ELECTS ALAN D. FELDMAN TO THE BOARD OF DIRECTORS NEW YORK, NY, November 17, 2004 - Foot Locker, Inc. (NYSE: FL), the New York-based specialty athletic retailer, today announced that Alan D. Feldman, President and Chief Executive Officer of Midas, Inc., was elected to the Company's Board of Directors, effective February 1, 2005. "We are very pleased to welcome an executive with the credentials of Alan Feldman to our Board of Directors," stated Matthew D. Serra, Chairman and Chief Executive Officer of Foot Locker, Inc. "We expect that we will be able to draw upon Alan's extensive business experience for the benefit of our Company." Mr. Feldman has nearly 30 years of business experience, primarily in senior management positions in the consumer goods industry. He joined Midas, Inc. in January 2003 in his current position as President and Chief Executive Officer. From 1994 through 2002, he held various senior management positions with McDonald's Corporation, having been appointed Chief Operating Officer of McDonald's Americas in 2001 and President of McDonald's USA in 1998. From 1983 through 1994, Mr. Feldman served in various senior financial and operating positions with the Pizza Hut and Frito-Lay units of Pepsico. Foot Locker, Inc. is a specialty athletic retailer that operates approximately 4,000 stores in 18 countries in North America, Europe and Australia. Through its Foot Locker, Footaction, Lady Foot Locker, Kids Foot Locker and Champs Sports retail stores, as well as its direct-to-customer channel Footlocker.com/Eastbay, the Company is the leading provider of athletic footwear and apparel. Disclosure Regarding Forward-Looking Statements This press release contains forward-looking statements, which reflect management's current views of future events and financial performance. These forward-looking statements are based on many assumptions and factors detailed in the Company's filings with the Securities and Exchange Commission, including the effects of currency fluctuations, customer demand, fashion trends, competitive market forces, uncertainties related to the effect of competitive products and pricing, customer acceptance of the Company's merchandise mix and retail locations, the Company's reliance on a few key vendors for a majority of its merchandise purchases (including a significant portion from one key vendor), unseasonable weather, risks associated with foreign global sourcing, including political instability, changes in import regulations, disruptions to transportation services and distribution, and the presence of severe acute respiratory syndrome, economic conditions worldwide, any changes in business, political and economic conditions due to the threat of future terrorist activities in the United States or in other parts of the world and related U.S. military action overseas, the ability of the Company to execute its business plans effectively with regard to each of its business units, including its plans for the marquee and launch footwear component of its business, and its plans for the integration of the Footaction stores. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. ### Foot Locker, Inc. 112 West 34th Street, New York NY 10120 Tel. 212.720.3700