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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): May 20, 1997
VALUE CITY DEPARTMENT STORES, INC.
(Exact name of registrant as specified in its charter)
OHIO
(State or other jurisdiction of incorporation)
1-10767 NO. 31-1322832
(Commission File Number) (IRS Employer Identification No.)
3241 WESTERVILLE ROAD, COLUMBUS, OHIO 43224
(Address of principal executive offices) (Zip Code)
(614) 471-4722
(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 20, 1997, Value City Department Stores, Inc. ("the Registrant")
dismissed Coopers & Lybrand L.L.P. ("Coopers & Lybrand") as its independent
public accountants. On May 27, 1997, the Registrant engaged Deloitte & Touche
LLP ("Deloitte & Touche") as its independent public accountants. The decision
to change accountants was not made by the Board of Directors of the Registrant,
but was reviewed by, and concurred in, the Registrant's Audit Committee.
Schottenstein Stores Corporation ("SSC"), direct owner of approximately 65% of
the Registrant's common shares, determined on May 20, 1997 to dismiss Coopers &
Lybrand and engage Deloitte & Touche as its independent public accountants. As
long as the results of the Registrant are consolidated with those of SSC for
financial reporting purposes or the Registrant constitutes a significant
subsidiary (as defined in Regulation S-X of the Securities and Exchange
Commission) of SSC, the Registrant will engage the same firm of independent
public accountants that is engaged by SSC for purposes of auditing the
Registrant's financial statements and providing accounting services and advice.
The report of Coopers & Lybrand on the Registrant's financial
statements for fiscal 1995 and 1996 did not contain any adverse opinion,
disclaimer of opinion or qualification or modification as to uncertainty, audit
scope or accounting principles.
During the fiscal years ended August 3, 1996 and July 29, 1995 and the
subsequent interim period immediately preceding the date of this change in
accountants, the Registrant had no disagreements with Coopers & Lybrand on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Coopers & Lybrand, would have caused Coopers & Lybrand to make
a reference to the subject matter of the disagreement in connection with its
reports on the financial statements of the Registrant.
During the fiscal years ended August 3, 1996 and July 29, 1995 and the
subsequent interim period immediately preceding the date of the change in
accountants, none of the Registrant, nor anyone on behalf of the Registrant,
consulted Deloitte & Touche regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Registrant's financial
statements; or (ii) any matter that was either the subject of a disagreement
with Coopers & Lybrand on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, or a reportable
event described in paragraph (a)(1)(v) of Item 304 of Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this report
are filed as part of or are included in this report.
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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.
VALUE CITY DEPARTMENT STORES, INC.
(Registrant)
By /s/ ROBERT M. WYSINSKI
------------------------
Robert M. Wysinski, Senior Vice President,
Chief Financial Officer, Treasurer
And Secretary *
Date: May 21, 1997
______________________________________________________________________________
* Mr. Wysinski is the principal financial officer and has been duly authorized
to sign on behalf of the registrant.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
16.1 Letter re Change in Certifying Accountant
</TABLE>
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[Coopers & Lybrand Letterhead]
May 22, 1997
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Value City Department Stores, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report filed on or about
May 22, 1997. We agree with the statements concerning our Firm in such Form
8-K.
Very truly yours,
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
Columbus, Ohio
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 20, 1997, Value City Department Stores, Inc. ("the Registrant")
dismissed Coopers & Lybrand L.L.P. ("Coopers & Lybrand") as its independent
public accountants. On May 27, 1997, the Registrant engaged Deloitte & Touche
LLP ("Deloitte & Touche") as its independent public accountants. The decision
to change accountants was not made by the Board of Directors of the Registrant,
but was reviewed by, and concurred in, the Registrant's Audit Committee.
Schottenstein Stores Corporation ("SSC"), direct owner of approximately 65%
of the Registrant's common shares, determined on May 20, 1997 to dismiss
Coopers & Lybrand and engage Deloitte & Touche as its independent public
accountants. As long as the results of the Registrant are consolidated with
those of SSC for financial reporting purposes or the Registrant constitutes a
significant subsidiary (as defined in Regulation S-X of the Securities and
Exchange Commission) of SSC, the Registrant will engage the same firm of
independent public accountants that is engaged by SSC for purposes of auditing
the Registrant's financial statements and providing accounting services and
advice.
The report of Coopers & Lybrand on the Registrant's financial
statements for fiscal 1995 and 1996 did not contain any adverse opinion,
disclaimer of opinion or qualification or modification as to uncertainty, audit
scope or accounting principles.
During the fiscal years ended August 3, 1996 and July 29, 1995 and the
subsequent interim period immediately preceding the date of this change in
accountants, the Registrant had no disagreements with Coopers & Lybrand on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Coopers & Lybrand, would have caused Coopers & Lybrand to make
a reference to the subject matter of the disagreement in connection with its
reports on the financial statements of the Registrant.
During the fiscal years ended August 3, 1996 and July 29, 1995 and the
subsequent interim period immediately preceding the date of the change in
accountants, none of the Registrant, nor anyone on behalf of the Registrant,
consulted Deloitte & Touche regarding either: (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Registrant's financial
statements; or (ii) any matter that was either the subject of a disagreement
with Coopers & Lybrand on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, or a reportable
event described in paragraph (a)(1)(v) of Item 304 of Regulation S-K.
