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As filed with the Securities and Exchange Commission on May 23, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VALUE CITY DEPARTMENT STORES, INC.
(Exact name of Registrant as specified in its charter)
Ohio 5331 31-1322832
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
3241 Westerville Road
Columbus, Ohio 43224
(614) 471-4722
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
Value City Department Stores, Inc.
3241 Westerville Road
Columbus, Ohio 43224
(614) 478-2242
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
(614) 227-2219
(614) 227-2100 (fax)
rtannous@porterwright.com
Approximate date of commencement of proposed sale of the securities to the
public:
From time to time after the effective date of this Registration Statement, as
determined by market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Share* Price* Fee*
---------------------------------------------------------------------------------------------------------------
Common stock, without par value...... 187,000 $ 8.50 $ 1,589,500 $ 397
---------------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average high and low prices of the
Common Stock as reported on the New York Stock Exchange on May 16, 2001.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
SUBJECT TO COMPLETION - MAY 23, 2001
187,000 SHARES
VALUE CITY DEPARTMENT STORES, INC.
3241 WESTERVILLE ROAD
COLUMBUS, OHIO 43224
(614) 471-4722
COMMON STOCK
------------------------
This prospectus relates to the sale of 187,000 shares of our common stock
owned by one of our shareholders which we are registering on its behalf. This
shareholder or its transferees may sell the shares through agents,
broker-dealers or underwriters, and on terms determined at the time of sale. To
the extent required, we will provide you with a supplement to this prospectus
with specific information regarding:
o the shares to be sold;
o the public offering price; and
o the names of any agent, broker-dealer, or underwriter through which these
shares are sold, and any applicable commission or discount.
The shareholder selling shares under this registration statement reserves
the sole right to accept or reject, in whole or in part, any proposed sale of
the shares.
We will not receive any proceeds from the sale of shares under this
registration statement. All proceeds will go directly to the selling
shareholder.
------------------------------
Our common stock is listed on the New York Stock Exchange under the symbol
"VCD." On May __, 2001, the closing price per share of our common stock on the
New York Stock Exchange was $____.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is May __, 2001.
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TABLE OF CONTENTS
Available Information......................................... 3
Information Incorporated by Reference......................... 3
The Company................................................... 4
Use of Proceeds............................................... 4
Selling Shareholder........................................... 4
Plan of Distribution.......................................... 4
Experts....................................................... 5
Legal Opinion................................................. 5
Unless otherwise specified, the information in this prospectus is set forth
as of May __, 2001, and we anticipate that changes will occur in our affairs
after such date. We have not authorized any person to give any information or to
make any representations, other than as contained in this prospectus, in
connection with the offer contained in this prospectus. If any person gives you
any information or makes representations in connection with this offer, do not
rely on it as information that we have authorized. This prospectus is not an
offer to sell our common stock in any state or other jurisdiction to any person
to whom it is unlawful to make such an offer.
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AVAILABLE INFORMATION
We must comply with the informational requirements of the Securities
Exchange Act of 1934 and its rules and regulations. Under the Exchange Act, we
must file reports, proxy statements, and other information with the Securities
and Exchange Commission. Copies of these reports, proxy statements, and other
information can be inspected and copied at:
Public Reference Room
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
or at the public reference facilities of the regional offices of the Commission
at:
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
or at:
7 World Trade Center
Suite 1300
New York, New York 10048-1102
You may obtain information on the operation of the Public Conference Room
by calling the Commission at 1-800-SEC-0330. You may also obtain copies of our
materials by mail at prescribed rates from:
Public Reference Section
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0004
Finally, you may obtain these materials electronically by accessing the
Commission's home page on the Internet at:
http://www.sec.gov
Our common stock is listed on the New York Stock Exchange. Therefore,
reports and other information concerning us should be available for inspection
and copying at:
The New York Stock Exchange
20 Broad Street - 17th Floor
New York, New York 10005
Under the Securities Act of 1933, we have filed with the Commission a
registration statement on Form S-3 regarding the shares offered by this
prospectus. This prospectus does not contain all of the information contained in
the Form S-3 registration statement, some portions of which we have omitted
pursuant to Commission's rules and regulations.
We will promptly provide you, without charge, a copy of any and all of the
information that we have incorporated by reference in this prospectus upon your
written or oral request to:
Value City Department Stores, Inc.
Attention: James A. McGrady
3241 Westerville Road
Columbus, Ohio 43224
(614) 478-2300
Statements contained in this prospectus, or in any document which we
incorporate by reference in this prospectus, that deal with the terms of any
contract or other document are not necessarily complete. In each such instance
we refer you to the copy of such contract or other document filed as an exhibit
to the registration statement or other document. You may inspect and copy the
registration statement and attached exhibits at:
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
You may also access these materials electronically by means of the
Commission's home page on the Internet at http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to other documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the Commission automatically will update and supersede this information.
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We incorporate by reference into this prospectus the following documents
and information filed with the Commission:
o Annual Report on Form 10-K for the fiscal year ended February 3, 2001,
filed May 4, 2001; and
o Current Report on Form 8-K dated January 4, 2001.
In addition, we incorporate by reference the description of our common
stock contained in our Form 8-A, filed with the Commission on April 29, 1991,
under Section 12 of the Exchange Act, as updated in any amendment or report
filed for such purpose.
Finally, we incorporate by reference any future filings that we make with
the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date of this prospectus and before the filing of a post-effective
amendment (which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold). Such documents are a part of
this prospectus from the date of its filing.
THE COMPANY
We currently operate a chain of 119 department stores located in Ohio,
Pennsylvania and 13 other midwestern, eastern, and southern states, principally
under the name "Value City," as well as 82 DSW shoe stores located throughout
the United States. For over 80 years, our strategy has been to provide
exceptional value by offering a broad selection of brand name merchandise at
prices substantially below conventional retail prices.
The department stores carry men's, women's and children's apparel,
housewares, giftware, home furnishings, toys, sporting goods, jewelry, shoes and
health and beauty care, with apparel comprising over 60% of total sales. The
Value City stores average 87,000 square feet, which allow them to offer over
100,000 different items of merchandise similar to the items found in traditional
department, specialty and discount stores.
Our DSW stores offer a similar concept of off-price, brand name shoes.
These stores average 25,000 square feet with up to 45,000 pairs of women's and
men's designer brand shoes and athletic footwear per store.
Our Filene's Basement stores average 27,000 square feet and specialize in
high-end brand name merchandise of men's and women's apparel, accessories and
home goods.
Our pricing strategy is supported by our ability to purchase large
quantities of goods in a variety of special buying opportunities. For many
years, we have also had a reputation in the marketplace as a leading purchaser
of buy-outs and manufacturers' closeouts.
USE OF PROCEEDS
The proceeds from the sale of the shares offered by this prospectus are
solely for the shareholder who currently owns and is selling the shares. We will
not receive any of the proceeds from the sale of these shares.
SELLING SHAREHOLDER
The following table contains information regarding the beneficial ownership
of the selling shareholder as of May 22, 2001.
-----------------------------------------------------------
Shares owned Shares Shares owned
before the being after the
offering offered offering
-----------------------------------------------------------
El An Foundation 187,000 187,000 0
-----------------------------------------------------------
El An Foundation, a private charitable foundation, will acquire its shares
of our common stock from us as a charitable contribution from us on the
effective date of this registration statement. This registration covers the
sales of our shares by El An Foundation and/or its transferees.
Jay Schottenstein, our Chairman, and Saul Schottenstein, our Vice Chairman,
and members of their families are the trustees and officers of El An Foundation.
After El An Foundation sells the shares of common stock covered by this
prospectus, it will not own any shares of our common stock.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling shareholder or by its pledgees, donees, transferees, and
other successors in interest. The selling
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shareholder will act independently of us in making decisions with respect to the
timing, manner, and size of each sale. To our knowledge, the selling shareholder
has not entered into any agreement, arrangement, or understanding with any
particular broker or market maker that will participate in the offering.
The selling shareholder may sell shares in any of the following
transactions:
o through broker-dealers;
o through agents; or
o directly to one or more purchasers.
From time to time, the selling shareholder may sell its shares in one or
more transactions in the over-the-counter market, on the New York Stock
Exchange, or in privately negotiated transactions at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, or at
negotiated prices. In addition, any shares covered by this prospectus which
qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144
rather than under this prospectus.
Regarding the distribution of the shares or otherwise, the selling
shareholder may do the following:
o Enter into hedging transactions with broker-dealers. In connection with
such transactions, broker-dealers may engage in short sales of the shares
registered under this prospectus in the course of hedging the positions
they assume with the selling shareholder.
o Sell shares short and redeliver the shares to close out such short
positions.
o Enter into option or other transactions with broker-dealers which require
the selling shareholder to deliver the shares registered by this
registration statement to the broker-dealer, so that the broker-dealer may
resell or otherwise transfer the shares under this prospectus.
o Loan or pledge the shares registered under this registration statement to a
broker-dealer, who in turn may: (1) sell the shares so loaned; or (2) upon
a default, sell the shares so pledged, under this prospectus.
When the selling shareholder offer its shares, to the extent required, we
will provide you with a prospectus supplement detailing:
o the aggregate number of shares being offered;
o the terms of the offering, including the name or names of any underwriters,
broker-dealers, or agents;
o any commissions, discounts, or concessions and other items constituting
compensation from the selling shareholder; and
o any commissions, discounts, or concessions allowed or repaid to
broker-dealers.
EXPERTS
The financial statements as of February 3, 2001, January 29, 2000, January
30, 1999, August 1, 1998, and August 2, 1997, and for the Transition Period from
August 2, 1998, through January 30, 1999, and the year ended August 1, 1998, and
the related financial statement schedules incorporated in this prospectus and
registration statement by reference from the Company's Annual Report on Form
10-K for the fiscal year ended February 3, 2001, and from the Company's
Transitional Report on Form 10-K for the fiscal year ended January 29, 2000,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
LEGAL OPINION
Porter, Wright, Morris & Arthur LLP (Columbus, Ohio) has passed upon the
validity of the shares of common stock offered by this prospectus.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities covered by this registration statement,
other than underwriting discounts and commissions, if any. All amounts shown are
estimates, except the SEC registration fee:
SEC registration fee.......................................... $ 397
Legal fees and expenses....................................... $10,000*
Accounting fees and expenses.................................. $ 5,000*
Total................................................ $15,397*
=======
*Estimated
The Registrant will pay all of the expenses related to this registration
statement.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Ohio General Corporation Law, Article SEVENTH of the
Registrant's Amended and Restated Articles of Incorporation provides that a
director, officer, incorporator, or any former officer or director of the
Registrant shall be indemnified by the Registrant to the fullest extent
permitted by the Ohio General Corporation Law.
Indemnification of directors, officers, employees and agents is required
under Section 1701.13 of the Ohio General Corporation Law in those cases where
the person to be indemnified has been successful on the merits or otherwise in
defense of a lawsuit. Indemnification is permitted in third party actions where
the indemnified person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and in
criminal actions where he had no reasonable cause to believe his conduct was
unlawful. Indemnification is also permitted in lawsuits brought by or on behalf
of the corporation if the standards of conduct described above are met, except
that no indemnification is permitted in respect to any matter in which the
person is adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless a court shall determine that
indemnification is fair and reasonable in view of all the circumstances of the
case. In cases where indemnification is permissive, a determination as to
whether the person met the applicable standard of conduct must be made either by
the court, disinterested directors, by independent legal counsel, or by the
shareholders. Such indemnification rights are specifically not deemed to be
exclusive of other rights of indemnification by agreement or otherwise and the
corporation is authorized to advance expenses incurred prior to the final
disposition of a matter upon receipt of an undertaking to repay such amounts on
a determination that indemnification was not permitted in the circumstances of
the case.
Under Section 1701.13 of the Ohio General Corporation Law, a corporation
may purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or who, while serving
in such capacity, is or was at the request of the corporation, a director,
officer, employee or agent of another corporation or legal entity or of an
employee benefit plan, against liability asserted against or incurred by such
person in any such capacity whether or not the corporation would have the power
to provide indemnity under Section 1701.13 of the Ohio General Corporation Law.
The Registrant has purchased directors' and officers' liability insurance.
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The above discussion of the Registrant's Articles and of Section 1701.13 of
the Ohio General Corporation Law is not intended to be exhaustive and is
respectively qualified in its entirety by such Articles of Incorporation and
statute.
ITEM 16. EXHIBITS.
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
------- -----------
3(a) First Amended and Restated Articles of Incorporation (previously filed as Exhibit 3.2
to Form S-1 Registration Statement (file no. 33-40214) filed April 29, 1991, and
incorporated herein by reference.)
3(b) Code of Regulations (previously filed as Exhibit 3.3 to Registration Statement on Form
S-1 (file no. 33-40214) filed April 29, 1991, and incorporated herein by reference.)
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit 5).
23(b) * Consent of Deloitte & Touche LLP.
24 * Powers of Attorney.
-----------------------
* Filed with this report.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) to file during any period in which offers or sales are being made, a
post effective amendment to this registration statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
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(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Ohio, on May 23, 2001.
VALUE CITY DEPARTMENT STORES, INC.
By: /s/ George Kolber
---------------------------------
George Kolber, Vice Chairman of
the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
*Jay L. Schottenstein Chairman of the Board of Directors May 23, 2001
------------------------------------
Jay L. Schottenstein
/s/ George Kolber Vice Chairman of the Board of Directors May 23, 2001
------------------------------------ and Chief Executive Officer
George Kolber (Principal Executive Officer)
*Saul Schottenstein Vice Chairman of the Board May 23, 2001
------------------------------------ of Directors
Saul Schottenstein
*Alan R. Schlesinger President and Chief Merchandising May 23, 2001
------------------------------------ Officer
Alan R. Schlesinger
/s/ James A. McGrady Chief Financial Officer, Secretary May 23, 2001
------------------------------------ and Treasurer
James A. McGrady (Principal Financial Officer and
Principal Accounting Officer)
*Henry L. Aaron Director May 23, 2001
------------------------------------
Henry L. Aaron
Director May 23, 2001
------------------------------------
Martin P. Doolan
Director May 23, 2001
------------------------------------
Ari Deshe
*Jon P. Diamond Director May 23, 2001
------------------------------------
Jon P. Diamond
*Richard Gurian Director May 23, 2001
------------------------------------
Richard Gurian
*Dr. Norman Lamm Director May 23, 2001
------------------------------------
Dr. Norman Lamm
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*Geraldine Schottenstein Hoffman Director May 23, 2001
------------------------------------
Geraldine Schottenstein Hoffman
Director May 23, 2001
------------------------------------
Robert L. Shook
*By: /s/ George Kolber
---------------------------------
George Kolber, attorney-in-fact
for each of the persons indicated
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