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
MARCH 24, 2005
Date of Report (date of earliest event reported)
THE BUCKLE, INC.
(Exact name of Registrant as specified in its charter)
NEBRASKA 001-12951 47-0366193
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
2407 WEST 24TH STREET, KEARNEY, NEBRASKA 68845-4915
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (308) 236-8491
-----------------------------------------------------------
(Former name, former address and former fiscal year
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))
TABLE OF CONTENTS
ITEM 1.01. Entry into a Material Definitive Agreement
ITEM 9.01(c) Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
ITEM 1.01. Entry into a Material Definitive Agreement
Item 1.01. Information Provided Under Item 1.01 (Entry into a Material
Definitive Agreement). The following information is furnished pursuant to Item
1.01 "Entry into a Material Definitive Agreement." On March 25, 2005, The
Buckle, Inc. announced that it has entered into an agreement with Daniel J.
Hirschfeld, founder and Chairman, to purchase a total of 3,000,000 shares of the
Company's outstanding stock from Mr. Hirschfeld. The shares represent
approximately 13.8% of the Company's total outstanding Common Stock. The shares
will be purchased for $28.00 per share, or a total purchase price of $84
million. This price represents a 9.1% discount to the March 24, 2005 closing
price, and a 9.7% discount to the five day average closing price ending March
24, 2005. The Company intends to fund the stock repurchase transaction out of
currently available cash and investments. This transaction is expected to be
completed as soon as possible, subject to certain customary closing conditions.
The full text of the press release is furnished as Exhibit 99.1 to this report.
ITEM 9.01(c). Financial Statements and Exhibits
Exhibit 99.1 Press Release Dated March 25, 2005
Exhibit 99.2 Stock Repurchase Agreement
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 hereunto duly authorized.
The Buckle, Inc.
Date: March 28, 2005 By: /s/ KAREN B. RHOADS
---------------------------------
Name: Karen B. Rhoads
Title: Vice President of Finance,
Treasurer and Chief Financial Officer
EXHIBIT INDEX
Exhibit 99.1 Press Release Dated March 25, 2005
Exhibit 99.2 Stock Repurchase Agreement