Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
VENTURE STORES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 43-0914490
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 East Terra Lane
O'Fallon, Missouri 63366
(Address of principal executive offices) (Zip Code)
VENTURE STORES, INC. 1992 LONG TERM PERFORMANCE PLAN
(Full title of the plan)
________________
Russell E. Solt
Executive Vice President
Venture Stores, Inc.
2001 East Terra Lane
O'Fallon, Missouri 63366
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(314) 281-5500
CALCULATION OF REGISTRATION FEE(1)
=================================================================
Title of Amount Proposed Proposed maximum Amount
Securities to be Maximum Aggregate Of
to be Registered Offering Offering Registration
Registered Price Per Price(2) Fee
Share(2)
- -----------------------------------------------------------------
Common 500,000 $7.75 $3,875,000 $1,337.00
Stock, shares
$1.00 par
value(3)
=================================================================
(Footnotes on following page)
<PAGE>
(1) Pursuant to Rule 429, the Prospectus with respect to this
Registration Statement also constitutes the Prospectus with
respect to Registration Statement No. 33-55910. The preceding
"Calculation of Registration Fee" table reflects only the
additional shares being registered hereunder and does not reflect
the 915,000 shares which remain available for issuance under
Registration Statement No. 33-55910 or the filing fee of
$7,523.73 previously paid with such earlier Registration
Statement with respect to such 915,000 shares.
(2) Estimated solely for purposes of computing the Registration
Fee pursuant to the provisions of Rule 457(h), based upon a price
of $7.75 per share, being the average of the high and low prices
per share as reported in the consolidated reporting system for
May 28, 1996.
(3) The shares of Common Stock registered hereunder include
Preferred Stock Purchase Rights. Prior to the occurrence of
certain events, the Rights will not be exercisable or evidenced
separately from the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Registration Statement No. 33-55910 as filed
with the Securities and Exchange Commission on December 17, 1992
are incorporated herein by reference.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated
herein by reference:
4.1 Restated Certificate of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 2, 1991, is incorporated herein by
reference.
4.2 Amended and Restated By-laws of the Company, filed
as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 27,
1996, is incorporated herein by reference.
4.3(a) Rights Agreement between the Company and Boatmen's
Trust Company, filed as Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 2, 1991, is incorporated herein by
reference.
4.3(b) Assignment and Assumption Agreement between the
Company, Boatmen's Trust Company and Mellon
Securities Trust Company, filed as Exhibit 4.1(b) to
the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1993, is incorporated
herein by reference.
4.3(c) Assignment and Assumption Agreement between the
Company, Mellon Securities Trust Company and the
Bank of New York, filed as Exhibit 4.1(c) to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 27, 1996, is incorporated herein
by reference.
4.4 Venture Stores, Inc. 1992 Long Term Performance
Plan, as amended March 1, 1994 and as amended
March 7, 1996, filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 27, 1996, is incorporated herein
by reference.
<PAGE>
5 Opinion of Rick L. Matejka as to the legality of the
securities to be registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Rick L. Matejka (set forth in Exhibit 5
hereto).
24 Power of Attorney (set forth on signature page
hereto).
<PAGE>
SIGNATURES
THE REGISTRANT. 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-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of O'Fallon,
State of Missouri, on May 30, 1996.
VENTURE STORES, INC.
By:/s/Robert N. Wildrick
Robert N. Wildrick
Chairman of the Board
President and Chief
Executive Officer
We, the undersigned officers and directors of Venture
Stores, Inc., hereby severally and individually constitute and
appoint Robert N. Wildrick and Russell E. Solt, and each of them,
the true and lawful attorneys and agents of each of us, with full
power of substitution and resubstitution to execute in the name,
place and stead of each of us (individually and in any capacity
stated below) any and all amendments to this Registration
Statement on Form S-8 and all instruments necessary or advisable
in connection therewith and to file the same, together with any
and all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, each of
said attorneys and agents to have the power to act with or
without the others and to have full power and authority to do and
perform in the name and on behalf of each of the undersigned
every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the
undersigned might or could do in person, and we hereby ratify and
confirm our signatures as they may be signed by our said
attorneys and agents and each of them to any and all such
amendments and instruments.
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 date indicated.
SIGNATURE TITLE DATE
/s/Robert N. Wildrick
Robert N. Wildrick Chairman of the Board, May 30, 1996
President and Chief
Executive Officer
(Principal Executive
Officer)
<PAGE>
/s/James H. Ferstl
James H. Ferstl Director May 30, 1996
/s/Eugene Caldwell
Eugene Caldwell Senior Vice President- May 30, 1996
Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/Robert L. Berra
Robert L. Berra Director May 30, 1996
/s/Timothy F. Finley
Timothy F. Finley Director May 30, 1996
/s/H. Edwin Trusheim
H. Edwin Trusheim Director May 30, 1996
/s/Lawrence J. Young
Lawrence J. Young Director May 30, 1996
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 2, 1991, is incorporated herein by
reference.
4.2 Amended and Restated By-laws of the Company, filed
as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended January 27,
1996, is incorporated herein by reference.
4.3(a) Rights Agreement between the Company and Boatmen's
Trust Company, filed as Exhibit 4.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
February 2, 1991, is incorporated herein by
reference.
4.3(b) Assignment and Assumption Agreement between the
Company, Boatmen's Trust Company and Mellon
Securities Trust Company, filed as Exhibit 4.1(b) to
the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1993, is incorporated
herein by reference.
4.3(c) Assignment and Assumption Agreement between the
Company, Mellon Securities Trust Company and the
Bank of New York, filed as Exhibit 4.1(c) to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 27, 1996, is incorporated herein
by reference.
4.4 Venture Stores, Inc. 1992 Long Term Performance
Plan, as amended March 1, 1994 and as amended
March 7, 1996, filed as Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 27, 1996, is incorporated herein
by reference.
5 Opinion of Rick L. Matejka as to the legality of the
securities to be registered.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Rick L. Matejka (set forth in Exhibit 5
hereto).
24 Power of Attorney (set forth on signature page
hereto).
<PAGE>
EXHIBIT 5
May 30, 1996
Venture Stores, Inc.
2001 East Terra Lane
O'Fallon, Missouri 63366
Re: Registration Statement on Form S-8 re 500,000 Shares
of Venture Stores, Inc. Common Stock, par value $1.00
Ladies and Gentlemen:
In connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission pertaining to the proposed issuance by
Venture Stores, Inc. (the "Company") of up to 500,000 shares of
the Company's Common Stock, par value $1.00 per share (the
"Shares"), as provided in the Venture Stores, Inc. 1992 Long Term
Performance Plan (the "Plan"), I have examined such corporate
records of the Company, such laws and such other information as I
have deemed relevant to the opinions expressed below, including
the Company's Restated Certificate of Incorporation, By-laws, and
resolutions adopted by the Board of Directors of the Company. In
delivering this opinion, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
originals, the conformity to the originals of all documents
submitted to me as certified, photostatic or conformed copies,
and the authenticity of the originals of all such latter
documents.
Based solely on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and is validly existing
under the laws of the State of Delaware; and
2. The Shares to be issued by the Company pursuant to the
Plan have been duly authorized and, when issued by the Company in
accordance with the Plan, will be validly issued, fully paid and
non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Rick L. Matejka
Rick L. Matejka
Assistant General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated March 4, 1996, incorporated by reference in Venture
Stores, Inc.'s Form 10-K for the year ended January 27, 1996, and
to all references to our firm included in this registration
statement.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
May 29, 1996
