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| SEC FILE NUMBER | ||
| CUSIP NUMBER | ||
| (Check one): | o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR | |||||
| For Period Ended: | April 30, 2006 | |||||
| o Transition Report on Form 10-K | ||||||
| o Transition Report on Form 20-F | ||||||
| o Transition Report on Form 11-K | ||||||
| o Transition Report on Form 10-Q | ||||||
| o Transition Report on Form N-SAR | ||||||
| For the Transition Period Ended: | ||||||
o |
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| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense | ||||
| (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and | ||||
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
The Company is unable to timely file its First Quarter 10-Q due to the Audit Committee-led internal investigation into certain accounting errors and irregularities (the “Investigation”), as previously disclosed on the Company’s Current Report on Form 8-K filed March 27, 2006 and subsequent Current Reports on Form 8-K. Because the Investigation is ongoing, the Company has not yet filed its Annual Report on Form 10-K (the “2005 10-K”) for the fiscal year ended January 29, 2006 (“fiscal 2005”). The Company has previously stated that it expects that its financial results for each of the two fiscal years 2003 and 2004, selected consolidated financial data for each of the five fiscal years 2001 through 2005 and interim financial information for each of its quarters in fiscal year 2004 and for the first three quarters of fiscal 2005 will need to be restated in order to account properly for the matters identified in connection with the Investigation. Accordingly, as disclosed in our March 27, 2006 Form 8-K, the above previously issued financial statements and information should no longer be relied upon. Until the Investigation is completed, the Company will be unable to complete its financial statements for the fourth quarter and full year fiscal 2005 and for first quarter fiscal 2006, as well as any necessary restatements, and the related work on assessing its internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002.
The Company will be evaluating whether any of the matters identified in the course of the Investigation were the result of one or more material weaknesses in its internal controls in addition to those previously reported in its fiscal 2004 Form 10-K. Based on current information, the Company would expect to identify additional material weaknesses in its internal controls at January 29, 2006. The Company will conclude its evaluation and report its findings in this regard when it files its fiscal 2005 Form 10-K.
| SEC 1344 (03-05) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
| (1) | Name and telephone number of person to contact in regard to this notification |
| James B. Riley | (602) | 631-7688 | ||
(Name) |
(Area Code) | (Telephone Number) |
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | |
| Yes o No þ | ||
As of the date of this filing, the Company has not filed its 2005 Form 10-K. |
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | |
| Yes þ No o | ||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||
In light of the ongoing Investigation, other than certain preliminary financial results for first quarter fiscal 2006 reported in the Company’s press release dated May 22, 2006 (“Press Release”) furnished as part of its Current Report on Form 8-K filed May 23, 2006, the Company is unable to complete its financial statements for first quarter fiscal 2006. In the Company’s Press Release, the Company reported the following preliminary net sales results for first quarter fiscal 2006. Total sales for first quarter fiscal 2006 were $454.1 million compared to $397.2 million for first quarter fiscal 2005. All of the increase in first quarter fiscal 2006 sales was attributable to sales from Murray’s Discount Auto Stores (the “Murray’s stores”), which the Company acquired in December 2005. Excluding sales from the Murray’s stores, same store sales for first quarter fiscal 2006 declined 2.3%, consisting of an increase of 5.6% in commercial same store sales and a decline of 4.0% in retail same store sales. Such Press Release should also be referred to for certain preliminary financial information for fiscal 2005 and the status of the Investigation. The foregoing reflects the Company’s views about the accounting adjustments, its financial condition, performance and other matters that constitute “forward-looking” statements, as such term is defined by the federal securities laws. You can find many of these statements by looking for words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “should,” “continue,” “predict,” “preliminary” and similar words used herein. These forward-looking statements are subject to the safe harbor protection provided by federal securities laws. These forward-looking statements are subject to numerous risks, uncertainties and assumptions. These risks and uncertainties include, but are not limited to, the results and effect of the Investigation, any potential Securities and Exchange Commission or New York Stock Exchange inquiry with respect to the potential adjustments or the Company’s accounting practices, the ability of the Company to file its periodic reports, the impact on the Company’s business and the risks detailed from time to time in the Company’s periodic filings under the Securities Exchange Act of 1934. Because the statements are subject to risks and uncertainties, actual developments and results may differ materially from those express or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on the statements, which speak only as of the date hereof. |
Date
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June 12, 2006 | By | /s/ James B. Riley | |||
James B. Riley Senior Vice President Chief Financial Officer |