<PAGE> 1
As filed with the Securities and Exchange Commission on October 28, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
VALUE CITY DEPARTMENT STORES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Ohio 5331 31-1322832
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
---------------------------
3241 Westerville Road
Columbus, Ohio 43224
(614)471-4722
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
---------------------------
Martin P. Doolan
President and Chief Executive Officer
Value City Department Stores, Inc.
3241 Westerville Road
Columbus, Ohio 43224
(614)471-4722
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
Copies of Correspondence to:
Neil Bulman, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
(614) 227-2219
(614) 227-4492 (fax)
[email protected]
---------------------------
Approximate date of commencement of proposed sale of the securities to the
public:
From time to time after the Effective Date of this Registration Statement, as
determined by market conditions.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Share* Price* Fee*
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, without par value ....... 621,668 $9.34 $5,808,710 $1,614
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average high and low prices of the
Common Stock as reported on the Nasdaq National Market on October 23, 1998.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 28, 1998
PROSPECTUS
621,668 SHARES
VALUE CITY DEPARTMENT STORES, INC.
3241 WESTERVILLE ROAD
COLUMBUS, OHIO 43224
(614) 728-2300
COMMON STOCK
------------------------------------
All of the 621,668 shares of common stock, without par value of Value
City Department Stores, Inc. offered hereby (the "Shares") may be offered for
sale from time to time by and for the account of certain of our shareholders as
more fully described in this prospectus. We will not receive any proceeds from
the sale of Shares sold by the shareholders. See "Use of Proceeds," "Selling
Shareholders," and "Plan of Distribution."
This Prospectus relates to 621,668 shares of Common Stock owned by
certain of our shareholders. These shareholders, directly, or indirectly through
agents, broker-dealers or underwriters to be designated, may sell the Shares,
from time to time on terms to be determined at the time of sale. To the extent
required, specific information regarding the Shares to be sold, public offering
price, the names of any such agent, broker-dealer, or underwriter and any
applicable commission or discount will be placed in an accompanying supplement
to this Prospectus (a "Prospectus Supplement"). See "Selling Shareholders" and
"Plan of Distribution." The shareholders selling shares under this registration
statement reserve the sole right to accept or reject, in whole or in part, any
proposed purchase of the Shares to be made.
The Common Stock is listed on the New York Stock Exchange under the symbol "VCD"
On October 26, 1998, the closing price per share of the Common Stock on the New
York Stock Exchange was $9.3125.
------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------------
October __, 1998
<PAGE> 3
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Available Information.............................2
Incorporation by Reference........................2
The Company.......................................3
Use of Proceeds...................................3
Selling Shareholders..............................3
Plan of Distribution..............................4
Experts...........................................5
Legal Opinion.....................................5
</TABLE>
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the
"Exchange Act"), and in accordance therewith file reports, proxy statements, and
other information with the Securities and Exchange Commission (the
"Commission"). Copies of such reports, proxy statements, and other information
filed by us can be inspected and copied at:
Public Reference Room
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
or at the public reference facilities of the regional offices of the Commission
at
500 West Madison Street, Suite 1400
Chicago, Illinois 60661-2511; and
7 World Trade Center, Suite 1300
New York, New York 10048.
The public may obtain information on the operation of the Public Conference Room
by calling the Commission at 1-800-SEC-0330. Copies of such material also can be
obtained by mail from:
Public Reference Section
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
upon payment of the fees prescribed by the rules and regulations of the
Commission. Such materials may also be accessed electronically by means of the
Commission's home page on the Internet at:
http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange, and reports and other
information concerning us should be available for inspection and copying at:
The New York Stock Exchange
20 Broad Street - 17th Floor
New York, New York 10005
We have filed with the Commission under the Securities Act, and the
rules and regulations thereunder, a Registration Statement on Form S-3, as it
may be amended (the "Registration Statement"), with respect to the Shares
offered hereby. This Prospectus does not contain all of the information
contained in the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission and to which
reference is hereby made. Any statements contained herein or in any document
incorporated by reference herein concerning the provisions of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement or other document, each such statement being qualified in
its entirety by such reference. The Registration Statement (and exhibits
thereto) should be available for inspection at:
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
and copies thereof may be obtained from the Commission at prescribed rates. Such
materials may also be accessed electronically by means of the Commission's home
page on the Internet at http://www.sec.gov.
INFORMATION INCORPORATED BY
REFERENCE
The following documents previously filed with the Commission by the
Company pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act are hereby
incorporated herein by reference:
(1) Report on Form 10-K (filed October 31, 1997) for the year ended August 2,
1997;
(2) Quarterly Report on Form 10-Q (filed December 16, 1997) for the quarter
ended November 1, 1997, Quarterly Report on Form 10-Q (filed March 17,
-2-
<PAGE> 4
1998) for the quarter ended January 31, 1998, and Quarterly Report on Form 10-Q
(filed June 12, 1998) for the quarter ended May 2, 1998; and
(3) Proxy Statement for the Annual Meeting of Shareholders held on December 2,
1997, (filed on November 5, 1997).
In addition, the description of our common stock which is contained in
the Company's Form 8-A filed with the Commission on April 29, 1991 under Section
12 of the Exchange Act, as the same may be updated in any amendment or report
filed for the purpose of updating such description, is hereby incorporated by
reference.
All documents we file under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering of the Shares hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
We shall promptly furnish, without charge, a copy of any and all of the
information that has been incorporated by reference in the Prospectus upon the
written or oral request of any potential investor to:
Value City Department Stores, Inc.
Attention: Robert M. Wysinski
Senior Vice President, Chief Financial
Officer, Treasurer, and Secretary
3241 Westerville Road
Columbus, Ohio 43224
(614) 471-4722.
THE COMPANY
We currently operate a chain of 96 department stores located in Ohio,
Pennsylvania and 14 other midwestern, eastern, and southern states, principally
under the name "Value City," as well as 47 DSW shoe stores located throughout
the United States. For over 80 years, our strategy has been to provide
exceptional value by offering a broad selection of brand name merchandise at
prices substantially below conventional retail prices. The department stores
carry men's, women's and children's apparel, housewares, giftware, home
furnishings, toys, sporting goods, jewelry, shoes and health and beauty care,
with apparel comprising over 60% of total sales. The Value City stores average
86,000 square feet which allow us to offer over 100,000 different items of
merchandise similar to the items found in traditional department, specialty and
discount stores. Our DSW stores offer a similar concept of off-price, brand name
shoes. These stores average 22,000 square feet with 20,000 to 55,000 pairs of
womens' and mens' designer brand shoes and athletic footwear per store.
Our pricing strategy is supported by our ability to purchase large
quantities of goods in a variety of special buying opportunities. For many
years, we have also had a reputation in the marketplace as a leading purchaser
of buy-outs and manufacturers' closeouts.
USE OF PROCEEDS
The proceeds from the sale of the Shares offered hereby are solely for
the account of the shareholders who currently own and are selling the Shares.
Accordingly, we will not receive any of the proceeds from the sale of Shares.
SELLING SHAREHOLDERS
R. Scott Asen purchased 300,000 shares from Schottenstein Stores
Corporation ("SSC") in a private transaction exempt from registration under
Section 4(1) of the Securities Act of 1933, as amended, on April 9, 1998. SSC is
our parent company and as of October 26, 1998 beneficially owns 19,509,166
shares or 60.4% of the outstanding common stock. In conjunction with the sale,
we entered into a Registration Rights Agreement with Mr. Asen on April 13, 1998.
Mr. Asen is not an affiliated with us and his only connection with us is his
ownership of the 821,100 shares of our common stock.
-3-
<PAGE> 5
Stephen J. Clearman purchased 200,000 shares from SSC in a private
transaction exempt from registration under Section 4(1) of the Securities Act of
1933, as amended, on April 9, 1998. In conjunction with the sale, we entered
into a Registration Rights Agreement with Mr. Clearman on April 13, 1998. Mr.
Clearman is not affiliated with us and his only connection with us is his
ownership of 200,000 shares of our common stock.
Several of our executives officers, along with their spouses or
designees, purchased a total of 111,668 shares of our common stock from SSC in
private transactions in the Spring of 1998. The purchases included the
following:
- Martin P. Doolan, President and Chief Executive Officer,
purchased 50,000 shares through the Doolan Family First Limited
Partnership, a Texas limited partnership;
- James E. Feldt, Executive Vice President and General Merchandise
Manager, and his spouse Rosanne Feldt, purchased 25,000 shares;
- Michael J. Tanner, Chief Operating Officer, and his spouse, Susan
E. Tanner, purchased 20,000 shares;
- Robert M. Wysinski, Senior Vice President, Chief Financial
Officer, Treasurer, and Secretary, purchased 8,334 shares; and
- Richard L. Walters, Vice President, Controller, and Chief
Accounting Officer, purchased 8,334 shares.
Additionally, David W. Thompson, an executive officer of SSC, purchased 10,000
shares of our common stock from Schottenstein Stores Corporation. All 121,668
shares purchased from SSC are restricted shares and have not been registered
with the Commission. The filing of this registration statement will allow those
executive officers and Mr. Thompson to margin the shares that they acquired from
SSC or, if they elect, to sell the shares without restriction.
R. Scott Asen, Stephen J. Clearman, James E. and Rosanne Feldt, Robert
M. Wysinski, Richard L. Walters, Michael J. and Susan E. Tanner, the Doolan
Family First Limited Partnership, and David W. Thompson may collectively be
referred to as the "Selling Shareholders."
The following table sets forth certain information regarding the
beneficial ownership of the Shares by the Selling Shareholders on October 26,
1998.
<TABLE>
<CAPTION>
Before the Offering After the Offering
------------------- Shares ------------------
Number of Being Number of
Shares(1) Offered Shares(1)
--------- ------- ---------
<S> <C> <C> <C>
R. Scott Asen 821,100 300,000 521,100
Stephen J. Clearman 200,000 200,000 0
Doolan Family First Limited
Partnership(2) 125,000 50,000 75,000
James E. and Rosanne Feldt(3) 66,000 25,000 41,000
Michael and Susan Tanner(4) 65,000 20,000 45,000
Robert M. Wysinski(5) 64,521 8,334 56,187
Richard L. Walters(6) 48,013 8,334 39,345
David W. Thompson(7) 24,000 10,000 14,000
_______________________________________________
<FN>
(1) In each case, with the exception of Mr. Asen, the total number of shares owned by each person
selling shares under this registration statement is less than 1% of the total outstanding
shares both before and after the offering. Mr. Asen owns approximately 2.5% of the outstanding
Common Stock before the offering and will own approximately 1.6% of the outstanding Common
Stock after the offering.
(2) The Doolan Family First Limited Partnership is owned by the members of the family of Martin P.
Doolan, President and Chief Executive Officer.
</FN>
</TABLE>
-4-
<PAGE> 6
(3) Includes 25,000 shares that Mr. Feldt owns independently of his spouse.
Also includes 16,000 shares subject exercisable options within 60 days.
(4) Includes 30,000 shares that Mr. Tanner owns independently of his
spouse. Also includes 15,000 shares subject exercisable options within
60 days.
(5) Includes 35,600 shares subject exercisable options within 60 days.
(6) Includes 32,600 shares subject exercisable options within 60 days.
(7) Includes 14,000 shares subject exercisable options within 60 days.
PLAN OF DISTRIBUTION
The Shares covered hereby may be offered and sold from time to time by the
Selling Shareholders or by pledgees, donees, transferees, and other successors
in interest. The Selling Shareholders will act independently of us in making
decisions with respect to the timing, manner, and size of each sale. To our
knowledge, the Selling Shareholders have not entered into any agreement,
arrangement, or understanding with any particular brokers or market makers that
will participate in the offering.
The Selling Shareholders may sell Shares in any of the following
transactions: (i) through broker-dealers; (ii) through agents; or (iii) directly
to one or more purchasers. The distribution of the Shares by the Selling
Shareholders may be effected from time to time in one or more transactions in
the over-the-counter market, on the New York Stock Exchange, or in privately
negotiated transactions at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices. In
addition, any Shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 of the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
In connection with the distribution of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares registered hereunder in the course of hedging the positions they
assume with the Selling Shareholders. The Selling Shareholders may also sell
shares short and redeliver the Shares to close out such short positions. The
Selling Shareholders may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the Shares
registered hereunder, which the broker-dealer may resell or otherwise transfer
pursuant to this Prospectus. The Selling Shareholders may also loan or pledge
the Shares registered hereunder to a broker-dealer and the broker-dealer may
sell the Shares so loaned or upon a default the broker-dealer may effect sales
of the pledged Shares pursuant to this Prospectus.
At the time a particular offer is made, to the extent required, a
Prospectus Supplement will be distributed which will set forth the aggregate
number of Shares being offered and the terms of the offering, including the name
or names of any underwriters, broker-dealers, or agents, any commissions,
discounts, or concessions and other items constituting compensation from the
Selling Shareholders and any commissions, discounts, or concessions allowed or
repaid to broker-dealers.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus and Registration Statement by reference from our
Annual Report on Form 10-K for fiscal year ended August 2, 1997, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated by reference and has been so incorporated in
reliance upon reports of such firm given upon their authority as experts in
accounting and auditing.
The financial statements incorporated in this Prospectus and
Registration Statement by reference from our Annual Report on Form 10-K for
fiscal years ended August 2, 1997 as of and, for the year ended August 3, 1996
and for the year ended July 29, 1995, have been audited by
PricewaterhouseCoopers LLP, independent auditors, as stated in their report
which is incorporated by reference and have been so incorporated in reliance
upon reports of such firm given upon their authority as experts in accounting
and auditing.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been
passed upon for us by Porter, Wright, Morris & Arthur, Columbus, Ohio.
-5-
<PAGE> 7
================================================================================
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US, THE SELLING SHAREHOLDER
OR ANY UNDERWRITER, DEALER, OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES
OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
---------------------------
================================================================================
================================================================================
621,668 SHARES
VALUE CITY DEPARTMENT
STORES, INC.
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
OCTOBER 28, 1998
================================================================================
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered hereby, other than
underwriting discounts and commissions, if any. All amounts shown are estimates,
except the SEC registration fee:
<TABLE>
<S> <C>
SEC registration fee....................................................... $ 1,614
Legal fees and expenses.................................................... 8,000*
Accounting fees and expenses............................................... 6,000*
Total............................................................. $ 15,614
*Estimated
</TABLE>
Mr. Asen will pay 48.3% of the expenses listed above, Mr. Clearman will pay
32.2% of the expenses listed above, and the Registrant will pay the remaining
19.5%.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Ohio General Corporation Law, Article SEVENTH of
the Registrant's Amended and Restated Articles of Incorporation provides that a
director, officer, incorporator, or any former officer or director of the
Registrant shall be indemnified by the Registrant to the fullest extent
permitted by the Ohio General Corporation Law.
Indemnification of directors, officers, employees and agents is
required under Section 1701.13 of the Ohio General Corporation Law in those
cases where the person to be indemnified has been successful on the merits or
otherwise in defense of a lawsuit. Indemnification is permitted in third party
actions where the indemnified person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and in criminal actions where he had no reasonable cause to believe
his conduct was unlawful. Indemnification is also permitted in lawsuits brought
by or on behalf of the corporation if the standards of conduct described above
are met, except that no indemnification is permitted in respect to any matter in
which the person is adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation unless a court shall determine that
indemnification is fair and reasonable in view of all the circumstances of the
case. In cases where indemnification is permissive, a determination as to
whether the person met the applicable standard of conduct must be made either by
the court, disinterested directors, by independent legal counsel, or by the
shareholders. Such indemnification rights are specifically not deemed to be
exclusive of other rights of indemnification by agreement or otherwise and the
corporation is authorized to advance expenses incurred prior to the final
disposition of a matter upon receipt of an undertaking to repay such amounts on
a determination that indemnification was not permitted in the circumstances of
the case.
Under Section 1701.13 of the Ohio General Corporation Law, a
corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee, or agent of the corporation, or who, while
serving in such capacity, is or was at the request of the corporation, a
director, officer, employee or agent of another corporation or legal entity or
of an employee benefit plan, against liability asserted against or incurred by
such person in any such capacity whether or not the corporation would have the
power to provide indemnity under Section 1701.13 of the Ohio General Corporation
Law. The Registrant has purchased directors' and officers' liability insurance.
The above discussion of the Registrant's Articles and of Section
1701.13 of the Ohio General Corporation Law is not intended to be exhaustive and
is respectively qualified in its entirety by such Articles of Incorporation and
statute.
II-1
<PAGE> 9
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
------ '-----------
<S> <C> <C> <C>
5 * Opinion of Porter, Wright, Morris & Arthur regarding legality.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit 5 ).
23(b) * Consent of Deloitte & Touche LLP.
23(c) * Consent of PricewaterhouseCoopers LLP
24 * Powers of Attorney.
</TABLE>
- -----------------------------------
* Filed with this report.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes: (1) to file during any
period in which offers or sales are being made, a post effective amendment to
this registration statement: (i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume or securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; (2) that for
the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; (3)
to remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 10
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-3 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 October 28, 1998.
<TABLE>
<S> <C>
VALUE CITY DEPARTMENT STORES, INC.
By: /s/ Robert M. Wysinski
------------------------------------------
Robert M. Wysinski, Senior Vice President,
Treasurer and Secretary
</TABLE>
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>
*Jay L. Schottenstein Chairman of the Board October 28, 1998
- -------------------------------
Jay L. Schottenstein
*Saul Schottenstein Vice Chairman of the Board October 28, 1998
- ------------------------------- of Directors
Saul Schottenstein
* Martin P. Doolan President, Chief Executive Officer October 28, 1998
- ------------------------------- and Director
Martin P. Doolan
/s/Robert M. Wysinski Senior Vice President, Chief Financial October 28, 1998
- ------------------------------- Officer, Treasurer and Secretary
Robert M. Wysinski (Principal Financial Officer)
*Richard L. Walters Controller, Assistant Treasurer, and October 28, 1998
- ------------------------------- Assistant Secretary
Richard L. Walters (Principal Accounting Officer)
*Ari Deshe Director October 28, 1998
- -------------------------------
Ari Deshe
*Jon P. Diamond Director October 28, 1998
- -------------------------------
Jon P. Diamond
*Richard Gurian Director October 28, 1998
- -------------------------------
Richard Gurian
*Dr. Norman Lamm Director October 28, 1998
- -------------------------------
Dr. Norman Lamm
</TABLE>
II-3
<PAGE> 11
<TABLE>
<S> <C> <C>
*Geraldine Schottenstein Director October 28, 1998
- -------------------------------
Geraldine Schottenstein
*Robert L. Shook Director October 28, 1998
- -------------------------------
Robert L. Shook
*By: /s/ Robert M. Wysinski
-------------------------------
Robert M. Wysinski, attorney-in-fact
for each of the persons indicated
</TABLE>
II-4
<PAGE> 1
Exhibit 5
October 28, 1998
Value City Department Stores, Inc.
3241 Westerville Road
Columbus, Ohio 43224
Gentlemen:
With respect to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Value City Department Stores, Inc. (the
"Company") under the Securities Act of 1933, as amended, relating to the
registration of 621,668 common shares of the Company, without par value (the
"Shares"), we advise you as follows:
We are counsel for the Company and have participated in the
preparation of the Registration Statement. We have reviewed the Company's
Amended and Restated Articles of Incorporation, as amended to date, the
corporate action taken to date in connection with the Registration Statement and
the issuance and sale of the Shares, and such other documents and authorities as
we deem relevant for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that, upon compliance
with the Securities Act of 1933, as amended, and with the securities or "blue
sky" laws of the states in which the Shares are to be offered for sale, the
Shares will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
PORTER, WRIGHT, MORRIS & ARTHUR
<PAGE> 1
Exhibit 23(b)
INDEPENDENT AUDITORS' REPORT
We consent to the incorporation by reference in this Registration Statement of
Value City Department Stores, Inc. on Form S-3 of our report dated October 13,
1997, appearing in the Annual Report on Form 10-K of Value City Department
Stores, Inc. for the year ended August 2, 1997 and to the reference to us under
the heading "Experts" in the Prospectus, which is a part of this Registration
Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Columbus, Ohio
October 28, 1998
<PAGE> 1
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated October 28, 1996 on our audits of the consolidated
financial statements of Value City Department Stores, Inc., its partnership, and
its wholly owned subsidiaries (the "Company") as of, and for the year ended,
August 3, 1996 and for the year ended July 29, 1995, which report is included in
the Company's Annual Report on Form 10-K for the year ended August 2, 1997. We
also consent to the references to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
October 26, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
Each of the undersigned officers and/or directors of Value City
Department Stores, Inc., an Ohio corporation (the "Company"), hereby appoints
Robert M. Wysinski and Richard L. Walters as his true and lawful
attorney-in-fact, in his name and on his behalf, and in any and all capacities
stated below, to sign and to cause to be filed with the Securities and Exchange
Commission the Company's Registration Statement on Form S-3 (the "Registration
Statement") to register under the Securities Act of 1933, as amended, the sale
by certain shareholders of the Company of up to 625,000 shares of common stock,
without par value, of the Company and any and all amendments, including
post-effective amendments, to the Registration Statement, hereby granting unto
such attorney-in-fact, full power and authority to do and perform in the name
and on behalf of the undersigned, 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 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and effective on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/Jay L. Schottenstein Chairman of the Board October 15, 1998
- -------------------------------
Jay L. Schottenstein
/s/ Saul Schottenstein Vice Chairman of the Board October 15, 1998
- ------------------------------- of Directors
Saul Schottenstein
/s/ Martin P. Doolan President, Chief Executive Officer October 15, 1998
- ------------------------------- and Director
Martin P. Doolan
/s/ Robert M. Wysinski Senior Vice President, Treasurer, October 15, 1998
- ------------------------------- Secretary (Principal Financial Officer)
Robert M. Wysinski
/s/ Richard L. Walters Controller, Assistant Treasurer, and October 15, 1998
- ------------------------------- Assistant Secretary
Richard L. Walters (Principal Accounting Officer)
/s/ Ari Deshe Director October 15, 1998
- -------------------------------
Ari Deshe
/s/ Jon P. Diamond Director October 15, 1998
- -------------------------------
Jon P. Diamond
/s/ Richard Gurian Director October 15, 1998
- -------------------------------
Richard Gurian
/s/ Dr. Norman Lamm Director October 15, 1998
- -------------------------------
Dr. Norman Lamm
/s/ Geraldine Schottenstein Director October 15, 1998
- -------------------------------
Geraldine Schottenstein
/s/ Robert L. Shook Director October 15, 1998
- -------------------------------
Robert L. Shook
</TABLE>
