SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June 4, 2004
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FOOT LOCKER, INC.
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(Exact name of registrant as specified in its charter)
New York No. 1-10299 13-3513936
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
112 West 34th Street, New York, New York 10120
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 720-3700
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Item 5. Other Events.
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On June 4, 2004, Foot Locker, Inc. announced that 100 percent
of its $150 million 5.5 percent convertible subordinated notes
had been converted into shares of Foot Locker, Inc.'s Common
Stock. Effective June 3, 2004, all of the convertible
subordinated notes have been cancelled, and approximately 9.5
million new shares of Foot Locker, Inc. Common Stock have been
issued. The conversion has no impact on fully diluted earnings
per share as the equivalent number of Common Shares has
already been included in Foot Locker, Inc.'s fully diluted
share count. (A copy of the press release issued by Foot
Locker, Inc. is attached as Exhibit 99.1, which, in its
entirety, is incorporated herein by reference.)
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press Release of Foot Locker, Inc. dated June 4, 2004
announcing the conversion of 100 percent of its $150
million 5.5 percent convertible subordinated notes
into shares of Foot Locker, Inc. Common Stock.
SIGNATURES
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 being hereunto duly authorized.
FOOT LOCKER, INC.
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(Registrant)
Date: June 7, 2004 By: /s/ Bruce L. Hartman
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Bruce L. Hartman
Executive Vice President and
Chief Financial Officer