Securities and Exchange Commission
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.D.C. 20549

FORM 10-Q

For the Transition Period From ______ to ______

Commission fileFile Number 1-8897

BIG LOTS, INC.
(Exact name of registrant as specified in its charter)

(614) 278-6800
(Registrant’s telephone number, 1-8897including area code)

CONSOLIDATED STORES CORPORATIONConsolidated Stores Corporation

A
a Delaware Corporation
IRS No. 06-1119097corporation
1105 North Market Street, Suite 1300,
P. O. P.O. Box 8985,
Wilmington, Delaware 19899
(302) 478-4896(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesx [X]  Noo
 [   ]

The number of shares of Common Stock, $.01 par value per share, outstanding as of December 6, 2000,June 12, 2001, was 111,687,894113,501,336 and there were no shares of NonvotingNon-Voting Common Stock, $.01 par value per share, outstanding at that date.

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BIG LOTS, INC. AND SUBSIDIARIES

FORM 10-Q

For the Quarter Ended May 5, 2001

CONSOLIDATED STORES CORPORATION
INDEXQUARTERLY REPORT ON FORM 10-Q

INDEX

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PART I – FINANCIAL INFORMATION
Part I. Financial InformationITEM

Item 1. FINANCIAL STATEMENTS

BIG LOTS, INC. AND SUBSIDIARIES

CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETSSTATEMENTS OF OPERATIONS (Unaudited)
(In thousands, except par value)per share amounts)

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STORES CORPORATION3

BIG LOTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONSBALANCE SHEETS
(In thousands, except per common share data)
(Unaudited)par value)

(a)

Unaudited

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONSOLIDATED STORES CORPORATION4

BIG LOTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In thousands)
(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CONSOLIDATED STORES CORPORATION AND

BIG LOTS, INC. and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1 – Basis of Presentation

All references herein to the “Company” are to Big Lots, Inc. and its subsidiaries (f\k\a Consolidated Stores Corporation). The condensed consolidated financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.Commission for interim financial information. The condensed consolidated balance sheet at October 28, 2000,May 5, 2001, and the condensed consolidated statements of operations and statements of cash flows for the thirteen week and thirty-nine week periods ended October 28,May 5, 2001 and April 29, 2000, and October 30, 1999, have been prepared by the Company without audit. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations, and cash flows for all periods presented have been made. Such adjustments consisted only of normal recurring items.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted or condensed, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that the condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended January 29, 2000.February 3, 2001. Interim results are not necessarily indicative of results for a full year.

Note 2 -– Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS")Standards No. 133, "Accounting“Accounting for Derivative Instruments and Hedging Activities." The Company is requiredActivities,” as amended, requires derivatives to adopt SFAS No. 133be recorded on the balance sheet as assets or liabilities, measured at fair value. Gains or losses resulting from changes in the year ended February 2, 2002. SFAS No. 133 establishes methods of accounting for derivative financial instruments and hedging activities related to those instruments as well as other hedging activities. In June 1999, SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities — Deferralfair value of the Effective Date of FASBderivatives are recorded depending upon whether the instruments meet the criteria for hedge accounting. This Statement No. 133 — an amendment of FASB Statement No. 133," was issued. This amendment delayed theadopted effective date of SFAS No. 133 to fiscal years beginning after June 15, 2000. Management has reviewed the impact of SFAS No. 133 on its financial statements,February 4, 2001, and does not believe that its adoption will have a materialan impact on the consolidated financial position, results of operations andor cash flows.flows of the Company.

In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," which provides guidance on applying accounting principles generally accepted in the United States of America for recognizing revenue. SAB No. 101, as amended, is effective for the fourth quarter of 2000. Management is reviewing the impact of SAB No. 101 on its financial statements, and does not believe that its adoption will have a material impact on the consolidated financial position, results of operations and cash flows.

CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 3 – Discontinued Operations and Subsequent EventsDebt

On December 7, 2000,May 8, 2001, the Company closedentered into a $512.5 million Senior Unsecured Revolving Credit Agreement (“Revolving Credit Agreement”) with a group of financial institutions, including a $358.75 million three-year revolving credit facility and a $153.75 million 364-day facility, renewable annually. Based upon the sale of its K*B Toy DivisionCompany’s current debt rating, borrowings under the Revolving Credit Agreement bear interest equal to an affiliate of Bain Capital, Inc.LIBOR plus 125 basis points. The buyer purchasedRevolving Credit Agreement replaced the business in conjunction with K*B Toy's management, who the buyer informedCompany’s $500 million Senior Unsecured Bank Facility that was due to expire on May 6, 2002.

On May 8, 2001, the Company will be retainedalso completed a $204 million private placement of unsecured senior notes (“Senior Notes”) with maturities ranging from four to leadsix years. The Senior Notes carry a weighted average yield of 7.71% and rank parri passu with the K*B Toy business. Gross proceeds totaled approximately $305 million, consisting primarily of $258 million in cash (inclusive of cash included in the sale), a note with a face amount of $45 million, and a warrant to acquire common stock of the buyer. The note receivable and warrant have been valued at $17.7 million and $2.3 million, respectively. The related discount has been reflected in the loss on disposal of the discontinued operation. Cash proceedsCompany’s Revolving Credit Agreement. Proceeds from the sale will beissue were used primarily to pay down existing borrowings under the Company'sCompany’s previous bank facility. Summary terms of the note issuance are as follows:

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Both the Revolving Credit Facility. The Company recorded an after-tax loss onAgreement and the disposalSenior Notes contain customary affirmative and negative covenants including financial covenants requiring the maintenance of the discontinued operation of $407 million, which is reflected in the third quarter. At October 28, 2000, the discontinued operation'sspecified consolidated fixed charge coverage, leverage and minimum net assets were comprised of working capital and fixed assets.worth ratios.

Included in the Loss fromNote 4 – Discontinued Operations for the thirty-nine weeks ended October 28, 2000, was a $72 million charge, net of tax, recorded in the second quarter. The charge represented costs to reposition and exit the business along with estimated and actual operating results prior to divestiture. Included in the loss on disposal were reserves for inventory sku rationalization of approximately $55 million (before taxes), which were fully utilized at October 28, 2000. Included in the third quarter loss is the reversal of estimated future pre-tax operating profits and losses of the discontinued operation of $61 million, recorded in the initial second quarter charge. An additional loss on disposal was recorded during the third quarter as the Company's initial charge during the second quarter assumed no gain or loss on sale.

On June 27, 2000, the Company announced its decision to separate the toy and closeout businesses by divesting the Company's K*BCompany’s KB Toy Division. The financial statements and notes have been reclassified for all periods presented to reflect the toy segment as a discontinued operation.

The following are the components of discontinued operations:

On December 4, 2000, the Company amended its Revolving Credit Facility. The annual working capital needs of the Company were revised as a result of the KB Toy Division divestiture and the credit facility was amended to reduce the available aggregate principal amount from $700 million to $500 million and the seasonal uncommitted credit facilities will no longer be utilized by the Company. Additionally, the expiration date of the Revolving Credit Facility has been revised from May 15, 2003 to May 6, 2002.

CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CAUTIONARY STATEMENT FOR PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

All forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this quarterly report or made by management of the Company involve risks and uncertainties and are subject to change based on various important factors, many of which may be beyond the Company's control. Accordingly, the Company's future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements and, among other things, are based on the Company's current best estimates that may be proven incorrect as additional information becomes available. While the Company believes its assumptions are reasonable, it cautions that it is impossible to predict factors that could cause actual costs or timetables to differ materially from the expected results. Additionally, the following factors, among others, in some cases have affected and in the future could affect the Company's financial performance and actual results and could cause actual results for 2000 and beyond to differ materially from those expressed or implied in any forward-looking statements included in this report or otherwise made by management: changes in consumer spending patterns, consumer preferences and overall economic conditions, the impact of competition and pricing, changes in weather patterns, political stability, currency and exchange risks and changes in existing or potential duties, tariffs or quotas, availability of suitable store locations at appropriate terms, ability to develop new merchandise, and ability to hire and train associates.

The Company does not undertake to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein will not be realized. Readers are also urged to carefully review and consider the various disclosures made by the Company which attempt to advise interested parties of the factors which affect the Company's business, including Management's Discussion and Analysis of Financial Condition and Results of Operations included in this report, as well as, the Company's periodic reports filed with the Securities and Exchange Commission.

RECENT ANNOUNCEMENTS

On December 7, 2000, the Company closed the sale of its K*BKB Toy Division to an affiliate of Bain Capital, Inc. The buyer purchased the business in conjunction with K*B Toy'sKB Toy’s management, who the buyer informed the Company will behas been retained to lead the K*BKB Toy business. Gross proceeds totaled approximately $305 million, consisting primarily of $258 million in cash, a note with a face amount of $45 million, and a warrant to acquire common stock of the buyer. The note receivable matures on December 7, 2010 and bears interest at a rate of 8%. The interest is payable in annual installments to be paid by issuing additional notes with substantially identical terms as the original note. The warrant provides that the Company recorded an after-tax lossis entitled to purchase up to 2.5% of the common stock of the buyer for a stated per share price. The stock can be purchased any time prior to December 7, 2005. The note and warrant are being accounted for on the disposalcost basis. Proceeds from the sale were used primarily to pay down existing borrowings under the Company’s then-existing revolving credit facility.

Included in the balance sheet at February 3, 2001, were approximately $11 million of reserves related to contingencies and other post-closing adjustments including professional fees, severance and benefit-related items. As of May 5, 2001, approximately $3.9 million of reserves remained on the balance sheet to cover additional contingencies related to the toy segment.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement for Purposes of “Safe Harbor” Provisions of the discontinued operationPrivate Securities Litigation Reform Act of $407 million, which is reflected1995

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the third quarter.statement. The Company wishes to take advantage of the “safe harbor” provisions of the Act.

OVERVIEWStatements, other than those based on historical facts, which address activities, events or developments that the Company expects or anticipates may occur in the future are forward-looking statements, which are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Actual events and results may materially differ from anticipated results described in such statements. The Company’s ability to achieve such results is subject to certain risks and uncertainties, including, but not limited to, sourcing and purchasing merchandise, economic and weather conditions which affect buying patterns of the Company’s customers, changes in consumer spending and consumer debt levels, the Company’s ability to anticipate buying patterns and implement appropriate inventory strategies, continued availability of capital and financing, competitive factors and pricing pressures, and other risks described from time to time in the Company’s filings with the Securities and Exchange Commission. Consequently, all of the forward-looking statements are qualified by these cautionary statements and there can be no assurance that the results or developments anticipated by the Company will be realized or that they will have the expected effects on the Company or its business or operations.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements contained in this release, or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events.

Recent Announcements

On May 16, 2001, the Company announced that it had changed its company name to Big Lots, Inc., and its ticker symbol to NYSE: BLI. The name change was approved at the Annual Stockholder’s Meeting on May 15, 2001. Also approved was a proposal to change the state of the Company’s incorporation from Delaware to Ohio. This change was affected by merging Consolidated Stores Corporation, a Delaware corporation (“Consolidated (Delaware)”), with and into the Company (the “Merger”). At the effective time of the Merger, the separate corporate existence of Consolidated (Delaware) ceased, and the Company succeeded to all the business, properties, assets and liabilities of Consolidated (Delaware). The shares of common stock of Consolidated (Delaware) issued and outstanding immediately prior to the effective time of the Merger did, by virtue of the Merger, convert into an equal number of shares of fully paid and non-assessable common shares of the Company.

As part of this change, all stores under the names of Odd Lots, Mac Frugal’s, and Pic “N’ Save will be converted to Big Lots over the next two years. The Company believes that Big Lots is its most recognizable brand name and this change will offer numerous opportunities to increase brand awareness among customers, suppliers, investors and the general public. The Company believes the change will also allow it to leverage future television advertising and other expenses.

Overview

The Company is the nation’s largest broadline closeout retailer. At May 5, 2001, the Company operated a leading value retailer with its continuing operations specializingtotal of 1,306 stores in closeout merchandise.46 states, operating as BIG LOTS, BIG LOTS FURNITURE, ODD LOTS, PIC ’N’ SAVE and MAC FRUGAL’S BARGAINS•CLOSEOUTS. The Company is the largest retailer of closeout products in the United States. The Company'sCompany’s goal is to build upon its leadership position by

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expanding its market presence in both existing and new markets. The Company believes that the combination of its strengths make it a low-cost value retailer well positioned for future growth.

CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

At October 28, 2000, the Company operated a total of 1,285 retail closeout stores in 45 states, operating as Odd Lots, Big Lots, Big Lots Furniture, MacFrugal's Bargains · Close-outs and Pic 'N' Save.

Wholesale operations are currently conducted through Consolidated InternationalCONSOLIDATED INTERNATIONAL and Wisconsin Toy.

As part of the discontinued operation, the Company operated a total of 1,314 retail toy stores in all fifty states, Puerto Rico and Guam, as K*B Toys, K*B Toy Works, K*B Toy Outlet, and conducted online sales of children's products as KBkids.com.WISCONSIN TOY.

The Company has historically experienced, and expects to continue to experience, seasonal fluctuations, with a significant percentage of its net sales and incomeoperating profit being realized in the fourth fiscal quarter. In addition, the Company'sCompany’s quarterly results can be affected by the timing of store openings and closings, the amount of net sales contributed by new and existing stores and the timing of certain holidays. Furthermore, in anticipation of increased sales activity during the fourth fiscal quarter, the Company purchases substantial amounts of inventory during the second and third fiscal quarters and hires a significant number of temporary employees to bolster its stores staffing during the fourth fiscal quarter.

The seasonality of the Company’s business also influences the Company’s demand for seasonal borrowings. The Company traditionally has drawn upon its seasonal credit lines in the first three fiscal quarters and has substantially repaid the borrowings during the fourth fiscal quarter.

The following table compares components of the statementstatements of operations of Big Lots, Inc., as a percent of net sales and reflects the number of stores in operation at the end of each period.

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Results of Operations

CONSOLIDATED STORES CORPORATION AND SUBSIDIARIES

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Net Sales – Net sales increased $50.5 million, or 6.9%, to $773.6 million for the thirteen-week period ended May 5, 2001, from $723.1 million in the same period of 2000. This increase was attributable to a 1.4% increase in comparable store sales for all stores open two years at the beginning of the fiscal year and sales from 18 new stores offset in part by the closing of 2 stores. On a comparable store basis, the value of the average customer basket increased 2.1% while the number of customer transactions decreased 0.7% for the thirteen and thirty-nine week periodsperiod ended October 28, 2000, increased 8.9% and 10.5%, respectively, when compared to the comparable periods in 1999. These increases were attributable to the increased number of stores in operation for each period in 2000 in addition to comparable stores sales increases of 2.5% for the quarter and 3.8% for the year to date period.May 5, 2001.

Gross Profit–Gross profit increased $10.2 million, or 3.3%, in the first quarter of 2001 to $313.9 million from $303.7 million in the first quarter of 2000. Gross profit as a percent ofto net sales was 42.6% for40.6% in the third2001 quarter of fiscal 2000 compared to 42.5%42.0% in the same 1999 period. The current year's rate improvement was attributable to strong sell-through of seasonal merchandise. Gross profit as a percent of net sales was 42.3% and 42.8% for the first thirty-nine weeks of fiscal 2000 and 1999, respectively.previous year quarter. The decline in current year's year-to-date gross profit percentage was the resultprimarily due to aggressive pricing and promotional selling of seasonal goods and a continued shift in the level ofinto consumable merchandise available in the respective periods, principally in the first and second quarters.categories.

Selling and Administrative Expenses– Selling and administrative expenses increased $33.3 million in the first quarter of 2001 to $309.8 million from $276.5 million in the first quarter of 2000. As a percent to net sales, selling and administrative expenses increased to 40.0% from 38.2% in the prior year quarter. This rate increase was primarily driven by the de-leveraging of expense categories due to the first quarter comparable sales results, principally in the areas of store payroll, warehousing costs, and occupancy costs.

Interest ExpenseInterest expense for the first quarter of 2001 remained flat over the prior year quarter at $3.6 million, and 0.5% as a percent ofto net sales was 40.1% in the third quarter of fiscal 2000 compared to 39.7% in the same period of 1999. The rate increase was principally due to the lower comparable store sales result causing negative expense leverage. Selling and administrative expenses as a percent of net sales were 39.2% and 39.7% for the first thirty-nine weeks of fiscal 2000 and 1999, respectively. The year to date rate improvement is primarily attributable to more effective leveraging of fixed expenses in the first and second quarters combined with more efficient distribution and transportation.sales.

Interest Expense– Interest expense increased $2.0 million in the third quarter of fiscal 2000 and increased $3.6 million for the year-to-date period. The change in interest expense reflects higher average borrowing levels and higher effective interest rates.

Income Taxes– The effective tax rate of the Company is anticipated to be 39.5% in fiscal 2000.2001.

CAPITAL RESOURCES AND LIQUIDITYCapital Resources and Liquidity

The primary sources of liquidity for the Company have been cash flow from operations and, as necessary, borrowings underfrom available credit facilities. Working capital at October 28, 2000,May 5, 2001, was $801.5$795.8 million and for the thirty-nine weekthirteen-week period then ended net cash used by operations was $570.6$26.1 million and capital expenditures were $80.1$29.6 million. From time-to-time the Company also utilized uncommitted credit facilities, subject to the terms of the Revolving Credit Facility, to supplement short-term borrowing requirements. At October 28, 2000,May 5, 2001, approximately $30.2$139.8 million was available for borrowings under the then existing Credit Facility.

On May 8, 2001, the Company entered into a $512.5 million Senior Unsecured Revolving Credit Facility. The uncommitted credit facilities were fully utilized at October 28, 2000.

On December 4, 2000, the Company amended its Agreement (“Revolving Credit Facility. The annual working capital needsAgreement”) with a group of the Company were revised asfinancial institutions, including a result of the KB Toy Division divestiture and the$358.75 million three-year revolving credit facility was amended to reduceand a $153.75 million 364-day facility, renewable annually. Based upon the available aggregate principal amount from $700 million to $500 million and the seasonal uncommitted credit facilities will no longer be utilized by the Company. Additionally, the expiration date ofCompany’s current debt rating, borrowings under the Revolving Credit Agreement bear interest equal to LIBOR plus 125 basis points. The Revolving Credit Agreement replaced the Company’s $500 million Senior Unsecured Bank Facility has been revised from May 15, 2003that was due to expire on May 6, 2002.

On December 7, 2000,May 8, 2001, the Company closedalso completed a $204 million private placement of unsecured senior notes (“Senior Notes”) with maturities ranging from four to six years. The Senior Notes carry a weighted average yield of 7.71% and rank parri passu with the sale of its K*B Toy Division to an affiliate of Bain Capital, Inc. Gross proceeds totaled approximately $305 million, consisting primarily of $258 million in cash, a note with a face amount of $45 million, and a warrant to acquire common stock of the buyer. Cash proceedsCompany’s Revolving Credit Agreement. Proceeds from the sale will beissue were used primarily to pay down existing borrowings under the Company'sCompany’s previous bank facility. Summary terms of the note issuance are as follows:

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Both the Revolving Credit Facility.Agreement and the Senior Notes contain customary affirmative and negative covenants including financial covenants requiring the maintenance of specified consolidated fixed charge coverage, leverage and minimum net worth ratios.

The Company continues to believe that it has, or if necessary has the ability to obtain, adequate resources to fund ongoing operating requirements, future capital expenditures related to the expansion of existing businesses, development of new projects and currently maturing obligations. Additionally, management is not aware of any current trends, events, demands, commitments ofor uncertainties which reasonably can be expected to have a material impact on the liquidity, capital resources, financial position or results of operations of the Company.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All aspects of the retailing industry are highly competitive. The Company competes with discount stores (such as Wal-Mart®, KMart®, Target®, Dollar General® and Family Dollar®), deep discount drugstore chains and other value-oriented specialty retailers. Certain of the Company’s competitors have greater financial, distribution, marketing and other resources than the Company.

The Company has no continuing contracts for the purchase of closeout merchandise and relies on buying opportunities from both existing and new sources, for which it competes with other closeout merchandisers and wholesalers. The Company believes that its management has long standing relationships with its suppliers and is competitively positioned to continue to seek new sources in order to maintain an adequate continuing supply of quality merchandise at attractive prices.

The Company is subject to market risk from exposure to changes in interest rates based on its financing, investing and cash management activities. The Company does not expect changes in interest rates in 2001 to have a material effect on income or cash flows; however, there can be no assurances that interest rates will not materially change.

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PART II - OTHER INFORMATIONPart II-Other Information

Item 1. Legal Proceedings. LEGAL PROCEEDINGS.Not applicable.applicable

Item 2. Changes in Securities. Not applicable.CHANGES IN SECURITIES AND USE OF PROCEEDS.

Item 3.          Defaults Upon Senior Securities. Not applicable.

Item 4.          SubmissionThe following paragraphs summarize the material attributes of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders during the third quarter of thefiscal year covered by this report.

Item 5.          Other Information.

On December 7, 2000, the Company closed the sale of its K*B Toy division to an affiliate of Bain Capital, Inc. PursuantCompany’s Common Shares. The statements with respect to the Stock Purchase Agreement dated asCompany’s Common Shares are brief summaries of December 7, 2000, between Consolidated Stores Corporation, an Ohio corporation and a subsidiarythe provisions set forth in the Amended Articles of Incorporation (the “Articles”) of the Company ("CSC (Ohio)"and the Code of Regulations (the “Regulations”) of the Company, which are filed as exhibits hereto. The following statements are qualified in their entirety by reference to the Articles and K B Acquisition Corp., the gross proceedsRegulations.

General

The Articles authorize 298,000,000 Company Common Shares and 2,000,000 preferred shares, $0.01 par value (the “Preferred Shares”). As of May 15, 2001, the effective date of the Merger, 113,372,817 of the Company’s Common Shares were issued and outstanding and no Preferred Shares were issued and outstanding. The Articles authorize the Board of Directors of the Company to issue the Preferred Shares in one or more series and to establish the designations, preferences and rights, including voting rights, of each such series.

The Company’s Common Shares are listed on the New York Stock Exchange under the symbol “BLI.”

Voting Rights

Quorum for Meeting of Shareholders

The Regulations provide that the holders of a majority of the voting power of the Company must be present in person or by proxy to constitute a quorum at any meeting of shareholders.

General Voting Rights

Each Company Common Share entitles the holder thereof to one vote for the transaction totaled approximately $305 million.

In accordance withelection of directors and for all other matters submitted to the termsshareholders of the Stock Purchase Agreement, immediately before the closingCompany for their consideration.

The Regulations provide that all elections of directors shall be determined by a plurality of the transaction, K.B. Consolidated, Inc.,votes cast. Any other matters submitted to the shareholders for their vote shall be decided by the vote of such proportion of the shares, or of any class of shares, or of each class, as is required by law, the Articles or the Regulations.

Under the provisions of the Articles, the vote required for approval of significant corporate transactions such as a subsidiarymerger, consolidation, combination or majority share acquisition involving the Company, the dissolution of CSC (Ohio), declaredthe Company, the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of the Company or the amendment of the Articles, shall be the vote of the holders of shares entitling them to exercise a majority of the voting power of the Company. The Regulations may be amended, or new regulations may be adopted, at a meeting of shareholders by the affirmative vote of the holders of shares entitling them to exercise not less than a majority of the voting power of the Company, or without a meeting by the written consent of the holders of shares entitling them to exercise not less than two-thirds of the voting power of the Company.

Cumulative Voting

Shareholders of the Company do not have the right of cumulative voting in the election of directors.

Number of Directors

Until changed by the amendment of the Regulations, by the adoption of new regulations or by the directors, the number of directors shall be nine. The Regulations authorize the directors to change the number of directors, provided that the directors may not reduce the number of directors to less than nine or increase the number of directors to more than eleven.

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Removal of Directors and Filling of Vacancies

The Regulations provide that a director or directors may be removed from office, with or without cause, by the vote of the holders of shares entitling them to exercise not less than a majority of the voting power of the corporation in the election of directors. Vacancies in the Board of Directors and any newly-created directorships resulting from any increase in the number of directors may be filled by the affirmative vote of a majority of the directors then in office or by the shareholders of the Company.

Pre-Emptive Rights

Under the Articles, shareholders of the Company do not have pre-emptive rights.

Repurchases

The Company has the right to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the Company. However, the Company may not repurchase shares if immediately thereafter its assets would be less than its liabilities plus its stated capital, if any, or if the Company is insolvent or there is reasonable ground to believe it would be rendered insolvent by such purchase.

Dividend Rights

The Company may pay dividends in an amount which does not exceed the combination of the surplus of the Company and the difference between (a) the reduction in surplus that results from the immediate recognition of the transition obligation under Statement of Financial Accounting Standards No. 106 (“SFAS No. 106”) issued by the Financial Accounting Standards Board and (b) the aggregate amount of the transition obligation that would have been recognized as of the date of the declaration of a dividend inor distribution if the formCompany had elected to amortize its recognition of a $236,925,515 promissory note to CSC (Ohio). Immediately priorthe transition obligation under SFAS No. 106. No dividend may be paid to the closing, CSC (Ohio) sold allholders of shares of any class in violation of the K. B. Consolidated, Inc. stockrights of the holders of shares of any other class, or when the Company is insolvent or there is reasonable ground to believe that by such payment it would be rendered insolvent. The Company must notify its shareholders if a newly created K*B Toy division subsidiary holding company, Havens Corners Corporation ("HCC" ), in exchange for all the HCC stock and a senior subordinated note in the amountdividend is paid out of $45,000,000. The senior subordinated note bears interest at the rate of 8%, which is payable in kind, and matures on December 7, 2010, or earlier incapital surplus.

Liquidation Rights

In the event of prepaymentany dissolution, liquidation or a change in controlwinding up of the K*B Toy business. At the closing, Consolidated sold all of the shares HCC to KB Acquisition Corp., an affiliate of Bain Capital, Inc., in exchange for $20,625,000 and a warrant to acquire 2.5% of the Class A-1 Common Stock of K.B. Holdings, Inc., the parent of K B Acquisition Corp. On December 8, 2000, K.B. Consolidated, Inc. repaid the $236,925,515 note in full. As agreed between the parties for purposes of the Stock Purchase Agreement, the acquirer was treated as the economic owner of the K*B Toy Division between October 29, 2000 and the closing on December 7, 2000. As a result of being treated as the economic owner of the K*B Toy business from October 29, 2000 through the closing date, the acquirer received a cash benefit of $155,000,000 less liabilities incurred, in the ordinary course of the K*B Toy business during such period.

Management of the K*B Toy Division was involved in the acquisition. Michael J. Glazer, a director of Consolidated, who is an investor in the acquisition, has an employment agreement to continue in the role of Chief Executive Officer of the new K*B Toy business and will remain as a directoraffairs of the Company, through his current term.

As described in more detail under "Management's Discussion and Analysis of Financial Condition and Results of Operation," in connection with the dispositionholders of the K*B Toy Division,Company’s Common Shares will be entitled, after payment or provision for payment in full of the debts and other liabilities of the Company recorded an after-tax loss on the disposal of a discontinued operation of $407 million.

The Stock Purchase Agreement is included as Exhibit 2(a) to this Form 10-Q, and the press release issued on December 8, 2000,amounts to which describes the saleholders of Preferred Shares, if any, may be entitled, to share ratably in the remaining assets of the K*B Toy Division, is included as Exhibit 25.

Company available for distribution to its shareholders.

Item 3. DEFAULTS UPON SENIOR SECURITIES.Not applicable

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.Not applicable

Item 5. OTHER INFORMATION.Not applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

      a) Exhibits

      b) Reports on Form 8-K. None

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SIGNATURESignature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrantregistrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CONSOLIDATED STORES CORPORATION
(Registrant)

Dated:

December 12, 2000

By:

/s/ Mark D. Shapiro

BIG LOTS, INC.

(Registrant)

Dated:   June 15, 2001

By:

/s/

MARK D. SHAPIRO

Mark D. Shapiro

Senior Vice President, & and

Chief Financial Officer

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