<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.
1991 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............. 700,000 $12.3125 $8,618,750.00 $2,972.00
- -------------------------------------------------------------------------------------------------------------------
<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. 1991 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 November 26,
1991, File No. 33-44207, 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. 1991 Stock Option Plan (Exhibit
4(a) to Form S-8 (Registration No. 33-44207), dated November 26,
1991, and incorporated herein by reference).
4(b) Amended and Restated Value City Department Stores, Inc. 1991 Stock
Option Plan (Exhibit 4(b) to Form S-8 (Registration No. 33-55348),
dated December 4, 1992, and incorporated herein by reference.
4(c) Second Amended and Restated Value City Department Stores, Inc.
1991 Stock Option Plan (Exhibit 4(c) to Form S-8 (Registration No.
33-80588), dated June 22, 1994, and incorporated herein by
reference).
4(d) Third Amended and Restated Value City Department Stores, Inc. 1991
Stock Option Plan (Exhibit 4(d) to Form S-8 (Registration No. 33-
92966), dated June 1, 1995, and incorporated herein by reference).
4(e) * Fourth Amended and Restated Value City Department Stores, Inc.
1991 Stock Option Plan.
4(f) 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.
25 * Powers of Attorney.
<FN>
- -------------
* Filed with this Registration Statement
</TABLE>
<PAGE> 1
VALUE CITY DEPARTMENT STORES, INC.
------------------------------------
Exhibit 4(e)
------------------------------------
<PAGE> 2
FOURTH AMENDED AND RESTATED
VALUE CITY DEPARTMENT STORES, INC.
1991 STOCK OPTION PLAN
1. PURPOSE. This plan (the "Plan") is intended as an incentive and to
encourage stock ownership by certain key employees of and other key persons who
render services to VALUE CITY DEPARTMENT STORES, INC., an Ohio corporation (the
"Company") and any current or future subsidiaries or parent by the granting of
stock options (the "Options") as provided herein. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate employees of
training, experience and ability. The Options granted under the Plan may be
either incentive stock options ("ISOs") which meet the requirements of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), or options
which do not meet such requirements ("Non-statutory Options").
2. EFFECTIVE DATE. The Plan shall become effective on June 4, 1991 (the
"Effective Date").
3. ADMINISTRATION.
(a) The Plan shall be administered by the Board of Directors of
the Company (the "Board") unless the Board shall designate a committee (the
"Committee") of not less than three members of the Board. If any class of equity
securities of the Company is registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), all members of the Committee
shall be "Non-Employee Directors" as defined in Rule 16b-3(b)(3)(i) under the
1934 Act and "outside directors" as defined in Section 162(m) of the Code and
the regulations promulgated thereunder. The Board may remove or add members of
the Committee. If the Board does not appoint a Committee, any reference in the
Plan or in any stock option agreements under the Plan shall mean the Board.
(b) Subject to the provisions of the Plan, the Committee 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 Committee under the Plan
shall be final and binding on all persons. No member of the Committee shall be
liable for any action taken or determination made relating to the Plan, except
for willful misconduct.
(c) Each member of the Committee shall be indemnified by the
Company against costs, expenses and liabilities (other than amounts paid in
settlements to which the Company does not consent, which consent shall not be
unreasonably withheld) reasonably incurred by such member in connection with any
action to which he may be a party by reason of service as a member of the
Committee, except in relation to matters as to which he shall be adjudged in
such action to be personally guilty of negligence or willful misconduct in the
performance of his duties. The foregoing right to indemnification shall be in
addition to such other rights as the Committee member may enjoy as a matter of
law, by reason of insurance coverage of any kind, or otherwise.
4. ELIGIBILITY.
(a) Options and/or Tax Offset Payments may be granted to such key
employees of (or, in the case of Non-statutory Options only, to others who
render services to) the Company or its subsidiaries or parent as the Committee
shall select from time to time (the "Optionees"); PROVIDED, HOWEVER, that no
member of the Board of Directors who is not an officer or employee of the
Company shall be eligible to receive any Option hereunder. The term "key
employees" shall include those executive, administrative, operational and
managerial employees who are determined by the Committee to be eligible for
Options under the Plan. 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. More than one option may be granted to one individual.
(b) No ISO may be granted to an individual who, at the time an ISO
is granted, is considered under Section 422(b)(6) of the Code as owning stock
possessing more than 10 percent of the total combined voting power of all
classes of stock of the Company or of its parent or any subsidiary corporation;
PROVIDED, HOWEVER, this restriction
<PAGE> 3
shall not apply if at the time such ISO is granted the option price per Share of
such ISO shall be at least 110% of the fair market value of such Share, and such
ISO by its terms is not exercisable after the expiration of five years from the
date it is granted. This subparagraph 4(b) has no application to Options granted
under the Plan as Non-statutory Options.
(c) The aggregate fair market value (determined as of the date the
ISO is granted) of Shares with respect to which ISOs are exercisable for the
first time by any Optionee during any calendar year under the Plan or any other
ISO plan of the Company or a parent or subsidiary of the Company may not exceed
$100,000. This subparagraph 4(c) has no application to Options granted under the
Plan as Non-statutory Options.
5. STOCK SUBJECT TO PLAN. The stock subject to Options under the Plan shall
be Common Shares without par value of the Company ("Shares"), either 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 2,500,000,
subject to adjustment in accordance with the terms of paragraph 13 hereof. The
unpurchased Shares subject to terminated or expired Options may again be offered
under the Plan. The Committee, in its sole discretion, may permit the exercise
of any Option as to full Shares or fractional Shares. Proceeds from the sale of
Shares under Options shall constitute general funds of the Company.
6. TERMS AND CONDITIONS OF OPTIONS.
(a) At the time of grant, the Committee shall determine whether
the Options granted are to be ISOs or Non-statutory Options and shall enter into
stock option agreements with the recipients accordingly. All Options and/or Tax
Offset Payments granted shall be authorized by the Committee and, within a
reasonable time after the date of grant, 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 Committee shall from time
to time determine. Any action under paragraph 13 may be reflected in an
amendment to or restatement of such Stock Option Agreements.
(b) The Committee may grant Options and/or Tax Offset Payments
having terms and provisions which vary from those specified in the Plan if such
Options are granted in substitution for, or in connection with the assumption
of, existing options granted by another corporation and assumed or otherwise
agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation to which the Company is a
party.
7. PRICE. The option price per Share (the "Option Price") of each Option
granted under the Plan shall be determined by the Committee; PROVIDED, HOWEVER,
the Option Price of each ISO granted under the Plan shall not be less than the
fair market value (determined without regard to any restrictions other than a
restriction which, by its terms, will never lapse) of a Share on the date of
grant of such Option. In the event that the Shares are publicly traded, the term
"fair market value" 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 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. An Option shall be
considered granted on the date the Committee acts to grant the Option or such
later date as the Committee shall specify.
8. OPTION PERIOD. Each Stock Option Agreement shall set forth the period
during which it may be exercised, which period shall not exceed 10 years from
the date any ISO is granted (the "Option Period").
9. NON-TRANSFERABILITY OF OPTIONS. An Option shall not be transferable by
the Optionee otherwise than by will or the laws of descent and distribution and
may be exercised, during the lifetime of the Optionee, only by the Optionee or
by the Optionee's guardian or legal representative. Notwithstanding the
foregoing, an Optionee may transfer a Non-statutory 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
<PAGE> 4
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 Committee. Any Non-statutory Options held by such transferees
are subject to the same terms and conditions that applied to such Non-statutory
Options immediately prior to transfer.
10. TAX OFFSET PAYMENTS. The Committee has the authority and discretion
under the Plan to make cash grants to Optionees which are intended to offset a
portion of the taxes which may become payable upon exercise of Options by the
Optionee, accruing on exercise of a Non-statutory Option and/or on certain
dispositions of Shares acquired under ISOs ("Tax Offset Payments"). Such Tax
Offset Payments shall be in an amount determined by multiplying a percentage
established by the Committee times the difference between the fair market value
of a Share on the date of exercise as determined by the Committee in accordance
with paragraph 7 and the Option Price (or, if the Tax Offset Payment is being
made on account of the disposition of Shares acquired under an ISO, the
difference between the fair market value of a Share on the date of disposition,
if less than the fair market value on the date of exercise, and the Option
Price), and times the number of Shares as to which the Option is being exercised
or the number of Shares acquired under an ISO of which an Optionee is disposing.
The percentage shall be established, from time to time, by the Committee at that
rate which the Committee, in its sole discretion, determines to be appropriate
and in the best interest of the Company to assist Optionees in the payment of
federal income taxes incurred on exercise of a Non-statutory Option. The
dispositions of Shares acquired under ISOs for which a Tax Offset Payment shall
accrue shall be determined by the Committee in its sole discretion. The Company
shall have the right to withhold and pay over to any governmental entities
(federal, state or local) all amounts under a Tax Offset Payment for payment of
any income or other taxes incurred on exercise.
11. EXERCISE OF OPTIONS.
(a) Options granted hereunder will be exercisable upon the terms
and conditions and in accordance with the vesting percentages determined by the
Committee at its sole discretion. Notwithstanding the foregoing or the terms and
conditions of any Stock Option Agreement to the contrary, (i) in the event of
the Optionee's termination of employment as a result of disability or death as
specified in subparagraph 12(b), the Options shall be immediately exercisable in
full for the period specified in subparagraph 12(b); (ii) in the event of
Optionee's termination of employment as specified in subparagraph 12(a), the
Options shall be immediately exercisable to the extent and for the period
specified in subparagraph 12(a); and (iii) in the event of a liquidation or
merger as specified in subparagraph 13(b), the Options shall be exercisable for
the 30-day period after written notice thereof as specified in subparagraph
13(b).
(b) An Option shall be exercisable only upon delivery of a written
notice to the Committee, any member of the Committee, the Company's Treasurer,
or any other officer of the Company designated by the Committee 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 Committee,
by tendering previously acquired Shares (valued at their fair market value, as
determined by the Committee, as of such date of tender); (iii) with the consent
of the Committee, 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 Committee, provided, that
such promissory note, in the case of exercise of an ISO, shall provide for
interest at no less than the "applicable federal rate" as determined pursuant to
the Code; (iv) with the consent of the Committee, any combination of (i), (ii),
or (iii); or (v) with the consent of the Committee, 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
<PAGE> 5
(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 Tax Offset Payments sufficient to allow for 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 18.
12. TERMINATION OF EMPLOYMENT OR OTHER SERVICES.
(a) Upon termination of employment or service with the Company,
any parent or subsidiary of the Company, or any successor corporation to either
the Company or any parent or subsidiary of the Company, other than (i) by reason
of death or disability, or (ii) for cause by reason of the Optionee's dishonesty
or disloyalty, the Optionee shall have 30 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 to the extent the same were exercisable on the
date of termination; PROVIDED, HOWEVER, if such date of termination is after the
Optionee has attained age 60 or 30 years of employment or service, such Option
shall then be exercisable to the extent of 100% of the Shares subject thereto.
(b) Upon termination of such employment or 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 rights under the Option pass by will or the laws of
descent or distribution 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). Such Options shall then
be exercisable to the extent of 100% of the Shares subject thereto.
(c) Upon termination of such employment or service for cause by
reason of the Optionee's dishonesty or disloyalty, all Options held by him shall
terminate on the date of termination.
(d) "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
employment with the Company.
13. 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 Committee 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 in full regardless of restrictions on exercise 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.
14. SALE OF OPTION SHARES. The Optionee or other person exercising the
Option shall not sell or otherwise dispose of the Shares subject to Option
unless at least six months have elapsed from the date of grant.
<PAGE> 6
15. 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.
16. 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 employment or other
services at any time. The establishment of the Plan shall in no way, now or
hereafter, reduce, enlarge or modify the employment 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 be employed by the Company or any parent or
subsidiary of the Company.
17. AGREEMENTS AND REPRESENTATIONS OF OPTIONEES. As a condition to the
exercise of an Option, the Committee 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.
18. WITHHOLDING TAXES. The Company shall have the right to withhold from
any salary, wages, or other 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.
19. EXCHANGES. The Committee may permit the voluntary surrender of all or a
portion of any Option granted under the Plan to be conditioned upon the granting
to the Participant of a new Option for the same or a different number of Shares
as the Option surrendered, or may require such voluntary surrender as a
condition precedent to a grant of a new Option to such Optionee. Subject to the
provisions of the Plan, such new Option shall be exercisable at the same price,
during such period and on such other terms and conditions as are specified by
the Committee at the time the new Option is granted. Upon surrender, the Options
surrendered shall be cancelled and the Shares previously subject to them shall
be available for the grant of other Options. The Committee may also grant Tax
Offset Payments to any Optionee surrendering such Option for a new Option.
20. 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 1933
Act, and (ii) the completion of 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
1933 Act, or under state or other law.
21. ASSUMPTION. The Plan may be assumed by the successors and assigns of
the Company.
22. EXPENSES. All expenses and costs in connection with administration of
the Plan shall be borne by the Company.
23. AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Board may
terminate, amend or modify the Plan at any time; PROVIDED, HOWEVER, that no such
action of the Board without approval of the Shareholders, may (a) materially
increase the number of Shares for which Options may be granted under the Plan,
except as provided in paragraph 13; (b) increase the maximum Option Period; (c)
materially modify the requirements as to eligibility for participation in the
Plan; (d) materially increase the benefits accruing to Optionees; (e) permit the
granting of ISOs to anyone other than an employee of the Company or a parent or
subsidiary of the Company; (f) increase the minimum ISO Option Price; or (g)
increase the maximum ISOs that can be exercised per Optionee as set forth in
subparagraph 4(c).
<PAGE> 7
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 or the transferee of such Option.
24. TERM OF PLAN. The Plan shall become effective on the date of its
adoption by the Board, subject to the approval of the Plan by the holders of a
majority of the shares of stock of the Company entitled to vote within twelve
months of the Effective Date, 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.
25. 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.
<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. 1991 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 700,000 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>
