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): January 10, 2003



Gottschalks Inc. 
(Exact
name of registrant as specified in its charter) 

Delaware
(State of Other Jurisdiction of Incorporation)

 

  
  
    
      1-09100
    
      77-0159791
  
    
       (Commission File Number)
    
      (I.R.S. Employer Identification
  Number)

7 River Park Place East
Fresno, California   
93720 
(Address of principal executive offices
including zip code) 

(559) 434-4800 
(Registrant's telephone number, including area code)

Not Applicable 
(Former Name
or Former Address, if Changed Since Last Report) 






Item 5.  Other Events

	As described in a Current Report on Form 8-K dated February 22, 2002, the
Company entered into a Credit Facilitation Agreement on February 22, 2002 (the "Credit
Facilitation Agreement") with The Harris Company ("Harris").  As described in a
Current Report on Form 8-K dated May 29, 2002, on May 29, 2002, the Credit Facilitation Agreement
was amended to extend the term of the Letter of Credit from June 30, 2002 to September 30, 2002. As described in a Current Report on Form 8-K dated August 29, 2002, on August 29, 2002, the Credit Facilitation Agreement was amended to further extend the term of the Letter of Credit from September 30, 2002 to January 31, 2003.
Under the Credit Facilitation Agreement, Harris agreed to cause Bank of America, N.A. (the
"Bank") to issue an Irrevocable Standby Letter of Credit in the amount of seven million
dollars ($7,000,000) (the "Letter of Credit") to General Electric Capital Corporation (the
"Beneficiary"), who is the administrative agent for the lender syndicate pursuant to that
certain Credit Agreement dated January 31, 2002 by and among the Company, the Beneficiary and CIT
Business Credit (the "Credit Agreement"). 

On January 10, 2003, effective January 3, 2003, the Credit Facilitation Agreement was further amended to
extend the term of the Letter of Credit from January 31, 2003 to March 31, 2003.  In addition,
the term of the Letter of Credit may be extended or the Letter of Credit may be cancelled under certain circumstances as more fully described
in the Third Amendment, a copy of which is filed herewith as Exhibit 10.1.  The Company's
reimbursement obligations to Harris under the amended Credit Facilitation Agreement, which arise in
the event any payment is made under the Letter of Credit by the Bank to the Beneficiary, are general
and unsecured obligations of the Company. 

Pursuant to a Guaranty - Security Agreement - Stock Pledge dated February 22,
2002 (the "Guaranty and Pledge") by and among Joseph Levy, who is the Chairman of the
Company, Jody Levy-Schlesinger, Felicia Levy Weston and Bret Levy (collectively, the
"Pledgors") and Harris, the Pledgors guaranteed the Company's obligations under the Credit
Facilitation Agreement on a non-recourse basis, as described below. As security for the Pledgors'
guarantee obligations and the Company's obligations under the Credit Facilitation Agreement, the
Pledgors granted Harris a continuing security interest in all of the shares of the Company's common
stock owned by the Pledgors (the "Shares"), all of the Pledgors' rights to acquired shares
of the Company's common stock and all proceeds from the sale of any such shares (collectively, the
"Collateral").  The Pledgors' guaranty under the Guaranty and Pledge is enforceable only
against, and to the extent of, the Collateral, and not against any other assets of the Pledgors.
During the term of the Guaranty and Pledge, and until a default by the Company or a Pledgor under
the Credit Facilitation Agreement or Guaranty and Pledge, the Pledgors will be entitled to exercise
all voting and consensual rights pertaining to the Shares, and will be entitled to receive any and
all dividends and distributions paid in respect of the Shares. 
 
INDEX TO EXHIBITS


  
  
    
      
Exhibit No.
    
      
Description
  
    
      
10.1* 
    
Third Amendment to Credit Facilitation Agreement dated January 3, 2003, by and between Gottschalks Inc. and Harris. 

 
 
* Incorporated by reference to Exhibit 9 to the Amended
Schedule 13D filed by Harris, El Corte Ingles, S. A., Joseph Levy and Bret Levy
on January 14, 2003.









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 thereunto duly authorized.

  
  
    
    
  
     
    
      
Gottschalks Inc.
(Registrant)
  
     
     
  
    January 14, 2003
    
      
By: /s/ James R. Famalette
James R. Famalette President and
      Chief Executive Officer
  
     
     
  
    January 14, 2003
    
      
By: /s/ Michael S. Geele
Michael S. Geele
Senior Vice
      President and Chief Financial
Officer