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): December 29, 2004
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Retail Ventures, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-10767 31-322832
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
3241 Westerville Road, Columbus, Ohio 43224
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(Address of principal executive offices) (Zip Code)
(614) 471-4722
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
In connection with an internal corporate reorganization of Retail
Ventures, Inc. (the "Company"), whereby, among other things: (i) each of
Westerville Road GP, Inc., Westerville Road LP, Inc. and Value City Limited
Partnership merged with and into Value City Department Stores, Inc. ("VCDS
Inc.") effective December 28, 2004, with VCDS Inc. being the surviving entity;
(ii) the Company formed a new wholly-owned subsidiary, Value City Department
Stores LLC, an Ohio limited liability company ("VCDS LLC"); (iii) VCDS Inc.
merged with and into VCDS LLC effective December 29, 2004, with VCDS LLC being
the surviving entity; and (iv) VCDS LLC transferred all of the issued and
outstanding shares of each class of capital stock of Shonac Corporation and
Filene's Basement, Inc. to the Company in exchange for a certain promissory note
(collectively, the "Reorganization"), the Company recently amended certain of
its existing loan documents as described below.
The Company entered into that certain Joinder and Third Amendment to
Loan and Security Agreement (the "Third Amendment to Loan Agreement"), dated as
of December 29, 2004, by and among National City Business Credit, Inc., as
administrative agent (the "Administrative Agent"), for the ratable benefit of
the Revolving Credit Lenders named therein, National City Business Credit, Inc.
and Fleet Retail Group, Inc., as collateral agents (the "Collateral Agents"),
for the ratable benefit of the Revolving Credit Lenders, National City Bank, as
L/C Issuer (the "Issuer"), and the Revolving Credit Lenders, and VCDS LLC, as
agent for the Borrowers named therein. The Third Amendment to Loan Agreement was
entered into to amend that certain Loan and Security Agreement, dated as of June
11, 2002, (as the same has been, and may hereafter be, amended, modified,
supplemented or restated, the "Loan Agreement") by and among VCDS Inc., as lead
borrower, the other Borrowers named therein, the Revolving Credit Lenders named
therein, the Administrative Agent, the Collateral Agents, and the Issuer, to
reflect the Revolving Credit Lenders' consent to the Company's Reorganization
and to modify and amend certain provisions of the Loan Agreement to reflect the
Company's Reorganization. A copy of the Third Amendment to Loan Agreement is
attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by
reference into this Item 1.01.
In addition, the Company entered into that certain Third Amendment
to Financing Agreement (the "Third Amendment to Financing Agreement"), dated as
of December 29, 2004, by and among the Borrowers named therein, the Guarantors
named therein, the Lenders named therein, and Cerberus Partners, L.P., as agent
for the Lenders (the "Financing Agreement Agent"). The Third Amendment to
Financing Agreement was entered into to amend that certain Financing Agreement,
dated as of June 11, 2002, as amended by the First Amendment to Financing
Agreement, dated as of October 7, 2003 and by the Second Amendment to Financing
Agreement, dated as of July 29, 2004 (as the same has been, and may hereafter
be, amended, modified, supplemented or restated, the "Financing Agreement"), to
reflect the Lenders' and the Financing Agreement Agent's consent to the
Company's Reorganization and to make certain related amendments to the Financing
Agreement. A copy of the Third Amendment to Financing Agreement is attached
hereto as Exhibit 10.2 and is incorporated herein in its entirety by reference
into this Item 1.01.
The Company also entered into that certain Amendment No. 3 to
Amended and Restated Senior Convertible Loan Agreement ("Amendment No. 3"),
dated as of December 29, 2004, by and among VCDS LLC as Borrower, the Guarantors
named therein, the Lenders named therein, and Cerberus Partners, L.P., as agent
for the Lenders (the "Convertible Loan Agent"). Amendment No. 3 was entered into
to amend that certain Amended and Restated Senior Convertible Loan Agreement,
dated as of June 11, 2002, as amended by Amendment No. 1 to Amended and Restated
Senior Convertible Loan Agreement, dated as of June 11, 2002, and by Amendment
No. 2 to Amended and Restated Senior Convertible Loan Agreement, dated as of
October 7, 2003 (as the same has been, and may hereafter be, amended, modified,
supplemented or restated, the "Senior Convertible Loan Agreement") to reflect
the Lenders' and the Convertible Loan Agent's consent to the Company's
Reorganization and to make certain
related amendments to the Senior Convertible Loan Agreement. A copy of
Amendment No. 3 is attached hereto as Exhibit 10.3 and is incorporated herein
in its entirety by reference into this Item 1.01.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
Exhibit No. Description
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10.1 Joinder and Third Amendment to Loan and
Security Agreement, dated as of December 29,
2004, by and among National City Business
Credit, Inc., as administrative agent, for the
ratable benefit of the Revolving Credit
Lenders named therein, National City Business
Credit, Inc. and Fleet Retail Group, Inc., as
collateral agents, for the ratable benefit of
the Revolving Credit Lenders, National City
Bank, as L/C Issuer, and the Revolving Credit
Lenders, and VCDS LLC, as agent for the
Borrowers named therein
10.2 Third Amendment to Financing Agreement, dated
as of December 29, 2004, by and among the
Borrowers named therein, the Guarantors named
therein, the Lenders named therein, and
Cerberus Partners, L.P., as agent for the
Lenders
10.3 Amendment No. 3 to Amended and Restated Senior
Convertible Loan Agreement, dated as of
December 29, 2004, by and among VCDS LLC as
Borrower, the Guarantors named therein, the
Lenders named therein, and Cerberus Partners,
L.P., as agent for the Lenders
The information in this Form 8-K, including the exhibits hereto, shall not be
treated as "filed" for purposes of the Securities Exchange Act of 1934, as
amended.
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.
Retail Ventures, Inc.
Date: January 4, 2005 By: /s/ James A. McGrady
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James A. McGrady,
Executive Vice President
and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Joinder and Third Amendment to Loan and Security
Agreement, dated as of December 29, 2004, by and among
National City Business Credit, Inc., as administrative
agent, for the ratable benefit of the Revolving Credit
Lenders named therein, National City Business Credit, Inc.
and Fleet Retail Group, Inc., as collateral agents, for
the ratable benefit of the Revolving Credit Lenders,
National City Bank, as L/C Issuer, and the Revolving
Credit Lenders, and VCDS LLC, as agent for the Borrowers
named therein
10.2 Third Amendment to Financing Agreement, dated as of
December 29, 2004, by and among the Borrowers named
therein, the Guarantors named therein, the Lenders named
therein, and Cerberus Partners, L.P., as agent for the
Lenders
10.3 Amendment No. 3 to Amended and Restated Senior Convertible
Loan Agreement, dated as of December 29, 2004, by and
among VCDS LLC as Borrower, the Guarantors named therein,
the Lenders named therein, and Cerberus Partners, L.P., as
agent for the Lenders