<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
Amendment No. 1
THE VALLEY FAIR CORPORATION
(Name of the Issuer)
LITTLE FERRY CORP.
SCHOTTENSTEIN STORES CORPORATION
SCHOTTENSTEIN PROFESSIONAL ASSET MANAGEMENT CORPORATION
JAY L. SCHOTTENSTEIN
THOMAS R. KETTELER
(Names of Person(s) filing Statement)
Common Stock, $.30 par value
(Title of Class of Securities)
919575-20-9
(CUSIP Number of Class Securities)
Thomas R. Ketteler, Vice President With Copies to:
LITTLE FERRY CORP Cornelius Bulman, Esq.
c/o Schottenstein Stores Corporation Porter, Wright, Morris & Arthur
1800 Moler Road 41 South High Street
Columbus, Ohio 43207 Columbus, Ohio 43221
(614) 449-4283 (614) 227-2219
(Name, Address and Telephone Number of Persons Authorized to receive Notices
and Communications on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act
of 1933
c. [ ] A tender offer
d. [X] None of the above
Check the following box if the soliciting materials are preliminary copies. [ ]
Calculation of Fee
Transaction Amount of Filing Fee
valuation*
*No filing fee is required in connection with this filing.
[ ] Check box if any part of the fee is offset as provided by Rule 0-11 (a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
<PAGE> 2
Amount Previously Paid:.......................................................
Form or Registration No: .....................................................
Filing Party:.................................................................
Date Filed: ...........................................
This Amendment No. 1 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 dated April 9, 1997 (the "Schedule 13E-3"), filed in
connection with the merger of Little Ferry Corp. with and into The Valley Fair
Corporation.
The "Names of Person(s) Filing Statement" above has been amended to
include the following: Schottenstein Stores Corporation, Schottenstein
Professional Asset Management Corporation, Jay L. Schottenstein, and Thomas R.
Ketteler.
Capitalized terms used and not otherwise defined herein shall have the
same meanings given such terms in the Schedule 13E-3.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and supplemented by the addition of the
following information thereto:
This Schedule 13E-3 is being filed by Little Ferry Corp., Schottenstein
Stores Corporation, Schottenstein Professional Asset Management Corporation, Jay
L. Schottenstein, and Thomas R. Ketteler.
ITEM 4. TERMS OF THE TRANSACTION
Item 4(a) is hereby amended and supplemented by the addition of the
following information thereto:
A Certificate of Ownership and Merger was filed with the Secretary of
State of Delaware on the Effective Date. Therefore, the Merger became effective
on the Effective Date (May 9, 1997).
Item 4(b) is hereby amended and supplemented by the addition of the
following information thereto:
Pursuant to the terms of the Merger, the Unaffiliated Stockholders are
no longer stockholders of the Company and have become creditors of the Company.
-2-
<PAGE> 3
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
The introductory paragraph to Item 5 is hereby amended and supplemented
by the addition of the following information thereto:
Irving Harris resigned from the board of directors of the Company on
April 22, 1997.
ITEM 8. FAIRNESS OF THE TRANSACTION
Item 8 is hereby amended and supplemented by the addition of the
following information thereto:
The determination of fairness by the "Directors" means that they
believe the transaction is fair in their capacity as individual directors and
officers and acting on behalf of each of the Filing Person, SPAM, and SSC as
well as the Company. The Directors and shareholders of the Filing Person
selected the "short form merger" under Delaware law to avoid a vote by the
stockholders of the Company as discussed in Exhibit E to the Schedule 13E-3
under "Purpose of the Merger, Alternatives, Reasons and Effects." For the
reasons stated in "Fairness of the Transaction" in Exhibit E, the Directors
determined that they were capable of determining the fair price of the shares in
exercise of their fiduciary duty without the benefit of procedural safeguards
such as a vote of the Unaffiliated Stockholders or an appraisal from an outside
party.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
Item 9 is hereby amended and supplemented by the addition of the
following information thereto:
See Item 8 for the reason why no such report, opinion or appraisal was
obtained.
-3-
<PAGE> 4
SIGNATURES
After due inquiry and to the best of his knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
May 11, 1997 LITTLE FERRY CORP.
By: /s/ Thomas R. Ketteler
---------------------------------------
Thomas R. Ketteler
Vice President and Treasurer
SCHOTTENSTEIN STORES CORPORATION
By: /s/ Thomas R. Ketteler
---------------------------------------
Thomas R. Ketteler
Vice President
SCHOTTENSTEIN PROFESSIONAL ASSET
MANAGEMENT CORPORATION
By: /s/ Thomas R. Ketteler
---------------------------------------
Thomas R. Ketteler
Vice President
/s/ Jay L. Schottenstein
---------------------------------------
Jay L. Schottenstein
/s/ Thomas R. Ketteler
---------------------------------------
Thomas R. Ketteler
-4-
