<PAGE> 1
As filed with the Securities and Exchange Commission on November 12, 1996
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
VALUE CITY DEPARTMENT STORES, INC.
(Exact name of Registrant as specified in its charter)
Ohio 31-1322832
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3241 Westerville Road
Columbus, Ohio 43224
(Address of Registrant's principal executive offices)
----------------------
VALUE CITY DEPARTMENT STORES, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
----------------------
Robert M. Wysinski
Senior Vice President, Chief Financial Officer, Treasurer, and Secretary
Value City Department Stores, Inc.
3241 Westerville Road
Columbus, Ohio 43224
(614) 471-4722
(Name, address and telephone number of agent for service)
----------------------
Copies of Correspondence to:
Neil Bulman, Jr., Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share* Price* Fee*
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par value............. 80,000 $12.3125 $985,000.00 $340.00
- ---------------------------------------------------------------------------------------------------------------------
<FN>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h), based upon the average of the high and low prices of Value City
Common Stock as reported on the Nasdaq National Market System on November 5,
1996.
</TABLE>
This Registration Statement shall be deemed to cover an indeterminate number of
additional shares of Value City Common Stock, without par value, as may be
issuable pursuant to future stock dividends, stock splits or similar
transactions.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information concerning the Value City
Department Stores, Inc. Non-Employee Director Stock Option Plan, specified in
Part I will be sent or given to employees as specified by Rule 428(b)(1). Such
documents are not filed as part of this Registration Statement in accordance
with the Note to Part I of the Form S-8 Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The contents of a Form S-8 Registration Statement, dated December 4,
1992, File No. 33-55350, are incorporated herein by reference.
- I -
<PAGE> 3
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-8 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 November 5, 1996.
VALUE CITY DEPARTMENT STORES, INC.
By: /s/Robert M. Wysinski
----------------------------------
Robert M. Wysinski, Senior Vice President,
Chief Financial Officer, Treasurer, and
Secretary
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:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C> <C>
*Jay L. Schottenstein Chairman of the Board of Directors ) November 5, 1996
- --------------------------------------------- (Principal Executive Officer) )
Jay L. Schottenstein )
)
)
*Saul Schottenstein Vice Chairman of the Board of Directors ) November 5, 1996
- --------------------------------------------- )
Saul Schottenstein )
)
)
/s/Robert M. Wysinski Senior Vice President, Chief Financial ) November 5, 1996
- --------------------------------------------- Officer, Treasurer and Secretary )
Robert M. Wysinski (Principal Financial Officer) )
)
)
)
*Richard L. Walters Controller, Chief Accounting Officer, ) November 5, 1996
- --------------------------------------------- Assistant Treasurer, and Assistant )
Richard L. Walters Secretary (Principal Accounting Officer) )
)
)
)
*Geraldine Schottenstein Director ) November 5, 1996
- --------------------------------------------- )
Geraldine Schottenstein )
)
)
*Jon P. Diamond Director ) November 5, 1996
- --------------------------------------------- )
Jon P. Diamond )
)
)
*Dr. Norman Lamm Director ) November 5, 1996
- --------------------------------------------- )
Dr. Norman Lamm )
)
)
</TABLE>
- II -
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
*Richard Gurian Director ) November 5, 1996
- --------------------------------------------- )
Richard Gurian )
)
)
*Robert L. Shook Director ) November 5, 1996
- --------------------------------------------- )
Robert L. Shook )
<FN>
*By: /s/Robert M. Wysinski
------------------------------------------
Robert M. Wysinski, attorney-in-fact
for each of the persons indicated
</TABLE>
- III -
<PAGE> 5
Registration No. 333-_______
-----------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
VALUE CITY DEPARTMENT STORES, INC.
--------------------
EXHIBITS
--------------------
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
Pagination By
Sequential
Exhibit Exhibit Numbering
Number Description System
- ------ ----------- ------
<S> <C>
4(a) Value City Department Stores, Inc. Non-Employee Director Stock
Option Plan (Exhibit 4(a) to Form S-8 (Registration No. 33-55350),
dated December 4, 1992, and incorporated herein by reference).
4(b) * Second Amended and Restated Value City Department Stores, Inc.
Non-Employee Director Stock Option Plan
4(c) The Certificate of First Amended and Restated Articles of
Incorporation of Value City Department Stores, Inc. (Exhibit 4(b) to
Form S-8 (Registration No. 33-44207), dated November 26, 1991, and
incorporated herein by reference).
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
24(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit
5 filed herewith).
24(b) * Consent of Coopers & Lybrand LLP.
25 * Powers of Attorney.
<FN>
- ----------------
* Filed with this Registration Statement
</TABLE>
<PAGE> 1
VALUE CITY DEPARTMENT STORES, INC.
------------------------------------
Exhibit 4(b)
------------------------------------
<PAGE> 2
SECOND AMENDED AND RESTATED
VALUE CITY DEPARTMENT STORES, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ADOPTED BY THE BOARD OF DIRECTORS ON OCTOBER 20, 1992;
APPROVED BY SHAREHOLDERS ON DECEMBER 3, 1992 [REVISED AS OF
MARCH 30, 1995 AND AS OF SEPTEMBER 30, 1996]
1. PURPOSE. This plan (the "Plan") is intended as an incentive and to
encourage stock ownership by directors of VALUE CITY DEPARTMENT STORES, INC., an
Ohio corporation (the "Company") who are not employees of the Company or any
subsidiary or parent of the Company ("Non-Employee Directors") by the granting
of stock options (the "Options") as provided herein. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate highly qualified
Non-Employee Directors.
2. EFFECTIVE DATE. The Plan shall become effective on September 24, 1992
(the "Effective Date").
3. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors of
the Company (the "Board").
(b) Subject to the provisions of the Plan, the Board is authorized
to establish, amend and rescind such rules and regulations as it may deem
appropriate for its conduct and for the proper administration of the Plan, to
make all determinations under and interpretations of, and to take such actions
in connection with, the Plan or the Options granted thereunder as it may deem
necessary or advisable. All actions taken by the Board under the Plan shall be
final and binding on all persons. No member of the Board shall be liable for any
action taken or determination made relating to the Plan, except for willful
misconduct.
4. ELIGIBILITY AND TERMS. On the first New York Stock Exchange ("NYSE")
trading day in each calendar quarter, each Non-Employee Director shall be
granted under this Plan an Option to purchase 1,000 shares of the Company's
Common Shares without par value at an exercise price equal to 100% of the fair
market value of the shares on the date of grant. Each Option shall not be
exercisable until a period of one year from the date of grant and shall
terminate on the NYSE trading day following the tenth anniversary of the date of
grant, except that (i) in the event of the Optionee's termination of service as
a result of disability or death as specified in subparagraph 9(b) of this Plan,
the Option shall be immediately exercisable to the extent and for the period
specified in subparagraph 9(b); (ii) in the event of the Optionee's termination
of service as specified in subparagraph 9(a), the Option shall be immediately
exercisable to the extent and for the period specified in subparagraph 9(a); and
(iii) in the event of a liquidation or merger as specified in subparagraph
10(b), the Option shall be immediately exercisable in full for the period
specified in subparagraph 10(b).
5. STOCK SUBJECT TO PLAN. The stock subject to Options under the Plan shall
be Common Shares without par value of the Company ("Shares"). The Shares issued
pursuant to Options granted under the Plan may be authorized and unissued
Shares, Shares purchased on the open market or in a private transaction, or
Shares held as treasury stock. The aggregate number of Shares for which Options
may be granted under the Plan shall not exceed 130,000, subject to adjustment in
accordance with the terms of paragraph 10 hereof. The unpurchased Shares subject
to terminated or expired Options may again be offered under the Plan. Proceeds
from the sale of Shares under Options shall constitute general funds of the
Company.
6. OPTION AGREEMENT. Within a reasonable time after the date of grant, all
options granted shall be evidenced by stock option agreements in writing ("Stock
Option Agreements"), in the form attached hereto as Exhibit A, or in such other
form and containing such terms and conditions not inconsistent with the
provisions of this Plan as the Board shall from time to time determine. Any
action under paragraph 10 may be reflected in an amendment to or restatement of
such Stock Option Agreements.
<PAGE> 3
7. TRANSFERABILITY OF OPTIONS. An Optionee may transfer an Option either
(a) to members of his or her immediate family (as defined in Rule 16a-1
promulgated under the 1934 Act), to one or more trusts for the benefit of such
family members, or to partnerships in which such family members are the only
partners, provided that the Optionee does not receive any consideration for the
transfer, or (b) if such transfer is approved by the Board. Any Options held by
such transferees are subject to the same terms and conditions that applied to
such Options immediately prior to transfer.
8. EXERCISE OF OPTIONS.
(a) Notwithstanding the terms and conditions of any Stock Option
Agreement to the contrary, (i) in the event of the Optionee's termination of
service as a result of disability or death as specified in subparagraph 9(b),
the Options shall be immediately exercisable to the extent and for the period
specified in subparagraph 9(b); (ii) in the event of Optionee's termination of
service as specified in subparagraph 9(a), the Options shall be immediately
exercisable to the extent and for the period specified in subparagraph 9(a); and
(iii) in the event of a liquidation or merger as specified in subparagraph
10(b), the Options shall be immediately exercisable in full for the period
specified in subparagraph 10(b).
(b) An Option shall be exercisable only upon delivery of a written
notice to the Company's Treasurer, or any other officer of the Company
designated by the Board to accept such notices on its behalf, specifying the
number of Shares for which it is exercised.
(c) Within five business days following the date of exercise of an
Option, the Optionee or other person exercising the Option shall make full
payment of the Option Price (i) in cash; (ii) with the consent of the Board, by
tendering previously acquired Shares (valued at their fair market value, as of
the trading day immediately prior to such date of tender); (iii) with the
consent of the Board, with a full recourse promissory note of the Optionee for
the portion of the Option Price in excess of the par value of Shares subject to
the Option, under terms and conditions determined by the Board; (iv) with the
consent of the Board, any combination of (i), (ii), or (iii); or (v) with the
consent of the Board, if the Shares subject to the Option have been registered
under the 1933 Act and there is a regular public market for the Shares, by
delivering to the Company on the date of exercise of the Option written notice
of exercise together with:
(A) written instructions to forward a copy of such
notice of exercise to a broker or dealer, as defined in Section
3(a)(4) and 3(a)(5) of the 1934 Act ("Broker"), designated in
such notice and to deliver to the specified account maintained
with the Broker by the person exercising the Option a
certificate for the Shares purchased upon the exercise of the
Option, and
(B) a copy of irrevocable instructions to the Broker to
deliver promptly to the Company a sum equal to the purchase
price of the Shares purchased upon exercise of the Option.
(d) If cash payments sufficient to allow for any withholding of
taxes are not being made at the time of exercise of an Option, the Optionee or
other person exercising such Option shall pay to the Company an amount equal to
the withholding amount required to be made less any amount withheld by the
Company under paragraph 15.
9. TERMINATION OF SERVICES.
(a) Upon termination of service as a Director of the Company,
other than (i) termination by reason of death or disability (as defined in
subparagraph 22(a) of the Plan), or (ii) termination for cause (as defined in
subparagraph 22(d) of the Plan), the Optionee shall have 90 days after the date
of termination (but not later than the expiration date of the Stock Option
Agreement) to exercise all Options held by him or her to the extent the same
were exercisable on the date of termination; PROVIDED, HOWEVER, if such
termination is due to the Optionee's retirement with the consent of the Company,
such Option shall then be exercisable to the extent of 100% of the Shares
subject thereto. The Board shall determine in each case whether a termination of
service shall be considered a retirement with the consent of the Company and,
subject to applicable law, whether a leave of absence shall be considered a
termination of service. The Board may cancel an Option during the 90-day period
after termination of service referred to in this paragraph if the Optionee
engages in employment or activities contrary, in the sole opinion of the Board,
to the best interests of the Company or any parent or subsidiary of the Company.
<PAGE> 4
(b) Upon termination of service by reason of death or
disability, all Options previously granted to such Optionee may be exercised by
the Optionee, the Optionee's personal representative, or the person or persons
to whom his or her rights under the Options pass by will or the laws of descent
or distribution whether or not the same were exercisable on the date of death or
disability at any time during the period ending one year after date of death or
termination of employment by reason of disability (but not later than the
expiration date of the Stock Option Agreement).
(c) Upon termination of service for cause, all Options held by
such Optionee shall terminate on the date of termination.
10. REORGANIZATIONS.
(a) In the event of a stock split, stock dividend, combination
or exchange of shares, exchange for other securities, reclassification,
reorganization, redesignation or other change in the Company's capitalization,
the aggregate number of Shares for which Options may be granted under this Plan,
the number of Shares subject to outstanding Options and the Option Price of the
Shares subject to outstanding Options shall be proportionately adjusted or
substituted to reflect the same. The Board shall make such other adjustments to
the Options, the provisions of the Plan and the Stock Option Agreements as may
be appropriate and equitable, which adjustments may provide for the elimination
of fractional Shares.
(b) If the Company shall liquidate or dissolve, or shall be a
party to a merger or consolidation in which the Company shall not be the
surviving corporation, other than a merger or consolidation involving only a
change in state of incorporation or an internal reorganization not involving a
substantial change in underlying ownership, the Company shall give written
notice thereof to all holders of Options granted under the Plan at least 30 days
prior to the effective date of such liquidation, dissolution, merger or
consolidation, and the holders shall have the right within such 30-day period to
exercise their Options to the extent of 100% of the Shares subject thereto
regardless of restrictions on exercise or vesting percentages contained in the
Stock Option Agreements; PROVIDED, HOWEVER, that in no event shall such Options
be exercised after the specific expiration date set forth therein. To the extent
such Options shall not have been exercised on or prior to the effective date of
such liquidation, dissolution, merger or consolidation, they shall terminate on
that date.
11. SALE OF OPTION SHARES. If any class of equity securities of the
Company is registered pursuant to Section 12 of the 1934 Act, any Optionee or
other person exercising the Option who is subject to Section 16 of the 1934 Act
by virtue of his or her relationship to the Company shall not sell or otherwise
dispose of the Shares subject to Option unless at least six months have elapsed
from the date of grant of the Option.
12. RIGHTS AS SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Shares covered by an Option until the date of
issuance of a stock certificate to the Optionee for such Shares.
13. NO CONTRACT OF EMPLOYMENT. Nothing in the Plan or in any Option or
Stock Option Agreement shall confer on any Optionee any right to continue in the
service of the Company or any parent or subsidiary of the Company or interfere
with the right of the Company to terminate such Optionee's services at any time.
The establishment of the Plan shall in no way, now or hereafter, reduce, enlarge
or modify the relationship between the Company or any parent or subsidiary of
the Company and the Optionee. Options granted under the Plan shall not be
affected by any change of duties or position as long as the Optionee continues
to serve as a Director of the Company.
14. AGREEMENTS AND REPRESENTATIONS OF OPTIONEES. As a condition to the
exercise of an Option, the Board may, in its sole determination, require the
Optionee to represent in writing that the Shares being purchased are
being purchased only for investment and without any present intent at the time
of the acquisition of such Shares to sell or otherwise dispose of the same.
15. WITHHOLDING TAXES. The Company shall have the right to withhold from
any compensation for services payable by the Company to or with respect to an
Optionee, amounts sufficient to satisfy any federal, state or local withholding
tax liability attributable to such Optionee's (or any beneficiary's or personal
representative's) receipt or disposition of Shares purchased under any Option or
to take any such other action as it deems necessary to enable it to satisfy any
such tax withholding obligations. The Board, in its sole discretion, may permit
Optionees to elect to have
<PAGE> 5
Shares that would be acquired upon exercise of Options (valued at their fair
market value as of the date of exercise) withheld by the Company in satisfaction
of such Optionees' withholding tax liabilities.
16. COMPLIANCE WITH LAWS AND REGULATIONS. The Plan, the grant and
exercise of Options thereunder, and the obligation of the Company to sell and
deliver the Shares under such Options, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. Options issued under this
Plan shall not be exercisable prior to (i) the date upon which the Company shall
have registered the Shares for which Options may be issued hereunder under the
l933 Act, and (ii) the completion of the listing of such shares on the New York
Stock Exchange and any registration or qualification of such Shares under state
law, or any ruling or regulation of any government body which the Company shall,
in its sole discretion, determine to be necessary or advisable in connection
therewith, or alternatively, unless the Company shall have received an opinion
from counsel to the Company stating that the exercise of such Options may be
effected without registering the Shares subject to such Options under the l933
Act, or under state or other law.
17. ASSUMPTION. The Plan may be assumed by the successors and assigns of
the Company.
18. EXPENSES. All expenses and costs in connection with administration of
the Plan shall be borne by the Company.
19. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
terminate, amend or modify the Plan at any time without further action on the
part of the shareholders of the Company; PROVIDED, HOWEVER, that (a) any
amendment to the Plan which requires the approval of the shareholders of the
Company under the Code or the regulations promulgated thereunder shall be
subject to approval by the shareholders of the Company in accordance with the
Code or such regulations; and (b) any amendment to the Plan which requires the
approval of the shareholders of the Company under the rules promulgated under
Section 16 of the 1934 Act shall be subject to the approval of the shareholders
of the Company in accordance with such rules. No amendment, modification or
termination of the Plan shall in any manner adversely affect any Option
previously granted to an Optionee under the Plan without the consent of the
Optionee.
20. TERM OF PLAN. The Plan shall become effective on the Effective Date,
subject to the approval of the Plan by the holders of a majority of the shares
of stock of the Company present and entitled to vote at a meeting within twelve
months of the date of the Plan's adoption by the Board, and all Options granted
prior to such approval shall be subject to such approval. The Plan shall
terminate on the tenth anniversary of the Effective Date, or such earlier date
as may be determined by the Board. Termination of the Plan, however, shall not
affect the rights of Optionees under Options previously granted to them, and all
unexpired Options shall continue in force and operation after termination of the
Plan except as they may lapse or be terminated by their own terms and
conditions.
21. LIMITATION OF LIABILITY. The liability of the Company under this Plan
or in connection with any exercise of an Option is limited to the obligations
expressly set forth in the Plan and in any Stock Option Agreements, and no term
or provision of this Plan or of any Stock Option Agreements shall be construed
to impose any further or additional duties, obligations or costs on the Company
not expressly set forth in the Plan or the Stock Option Agreements.
22. DEFINITIONS.
(a) DISABILITY. "Disability," as used herein, shall mean a
physical or mental condition resulting from bodily injury, disease, or mental
disorder which renders the Optionee incapable of continuing the Optionee's usual
and customary service with the Company or any parent or subsidiary of the
Company.
(b) FAIR MARKET VALUE. If the Shares are publicly traded, the
term "fair market value" as used in this Plan shall mean (a) the average of the
highest and lowest sale prices quoted in the NASDAQ National Market System, if
the shares are so quoted, (b) the mean between the bid and asked prices as
reported by NASDAQ, if the Shares are not quoted in the National Market System,
or (c) if the Shares are listed on a securities exchange, the mean between the
high
<PAGE> 6
and low prices at which the Shares are quoted or traded on such exchange, in
each case on the date the Option is granted or, if there be no quotation or
sale on that date, the next previous date on which the Shares were quoted or
traded.
(c) PARENT AND SUBSIDIARY. The terms "subsidiary" and "parent"
as used in the Plan shall have the respective meanings set forth in sections
424(f) and (e) of the Code.
(d) TERMINATION FOR CAUSE. The term "termination of employment
or service for cause" shall mean termination of employment or service for (a)
the commission of an act of dishonesty, including but not limited to
misappropriation of funds or property of the Company; (b) the engagement in
activities or conduct injurious to the reputation of the Company; (c) the
conviction or entry of a guilty or no contest plea to a misdemeanor (involving
an act of moral turpitude) or a felony; (d) the violation of any of the terms
and conditions of any written agreement the person may have from time to time
with the Company or any of its subsidiaries (following 30 days' written notice
from the Company specifying the violation and the employee's failure to cure
such violation within such 30-day period) or (e) any refusal to comply with the
written directives, policies or regulations established from time to time by the
Board.
<PAGE> 1
VALUE CITY DEPARTMENT STORES, INC.
------------------------------------
Exhibit 5
------------------------------------
<PAGE> 2
November 5, 1996
Value City Department Stores, Inc.
3241 Westerville Road
Columbus, Ohio 43224
Re: Registration Statement on Form S-8
Value City Department Stores, Inc. Non-Employee Director Stock
Option Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for Value City Department Stores, Inc., an
Ohio corporation ("Value City"), in connection with the Registration Statement
on Form S-8 (the "Registration Statement"), filed by Value City with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
with respect to the registration of an additional 80,000 shares of Value City
Common Stock, without par value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents, and other instruments of the registrant as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Porter, Wright, Morris & Arthur
Porter, Wright, Morris & Arthur
<PAGE> 1
VALUE CITY DEPARTMENT STORES, INC.
------------------------------------
Exhibit 24(b)
------------------------------------
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated October 28, 1996 on our audits of the consolidated
financial statements and financial statement schedule of Value City Department
Stores, Inc.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Columbus, Ohio
November 7, 1996
<PAGE> 1
VALUE CITY DEPARTMENT STORES, INC.
------------------------------------
Exhibit 25
------------------------------------
<PAGE> 2
POWER OF ATTORNEY
Each of the undersigned officers and directors of Value City Department
Stores, Inc. (the "Corporation"), hereby appoints Robert M. Wysinski and Richard
L. Walters as his attorneys or either of them, with the power to act without the
other, as his attorney, to sign, in his name and on his behalf and in any and
all capacities stated below, and to cause to be filed with the Securities and
Exchange Commission (the "Commission"), the Corporation's Registration Statement
on Form S-8 (the "Registration Statement") for the purpose of registering under
the Securities Act of 1933, as amended, 80,000 shares of Common Stock, without
par value, to be sold and distributed by the Corporation pursuant to the
Corporation's Non-Employee Director Stock Option Plan (the "Plan") and such
other number of shares as may be issued under the anti-dilution provisions of
the Plan, and any and all amendments, including post-effective amendments, to
the Registration Statement, hereby granting unto such attorneys and each of them
full power and authority to do and perform in the name and on behalf of the
undersigned, and in any and all such capacities, every act and thing whatsoever
necessary to be done in and about the premises as fully as the undersigned could
or might do in person, hereby granting to each such attorney-in-fact full power
of substitution and revocation, and hereby ratifying all that any such
attorney-in-fact or his substitute may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed these presents this 31st
day of October, 1996.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/Jay L. Schottenstein Chairman of the Board of Directors
- --------------------------------- (Principal Executive Officer)
Jay L. Schottenstein
/s/Saul Schottenstein Vice Chairman of the Board of Directors
- ---------------------------------
Saul Schottenstein
/s/George A. Iacono President and Director
- ---------------------------------
George A. Iacono
/s/Robert M. Wysinski Senior Vice President, Chief Financial Officer,
- --------------------------------- Treasurer , Secretary, and Director
Robert M. Wysinski (Principal Financial Officer)
/s/Richard L. Walters Controller, Vice President, Assistant
- --------------------------------- Treasurer and Assistant Secretary
Richard L. Walters (Principal Accounting Officer)
/s/Geraldine Schottenstein Director
- ---------------------------------
Geraldine Schottenstein
/s/Jon P. Diamond Director
- ---------------------------------
Jon P. Diamond
/s/Dr. Norman Lamm Director
- ---------------------------------
Dr. Norman Lamm
/s/Richard Gurian Director
- ---------------------------------
Richard Gurian
/s/Robert L. Shook Director
- ---------------------------------
Robert L. Shook
</TABLE>
