<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-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.
AMENDED AND RESTATED
1991 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------
Robert M. Wysinski
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
(614) 227-2219
----------------------
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 500,000 $9.34 $4,671,875 $1,298
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
*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 New York Stock Exchange on October 23, 1998.
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.
II-2
<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 October 28, 1998.
<TABLE>
<S> <C>
VALUE CITY DEPARTMENT STORES, INC.
By: /s/Robert M. Wysinski
----------------------------------------------------------
Robert M. Wysinski, Senior Vice President, Chief Financial
Officer, 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 of Directors October 28, 1998
- ----------------------------------
Jay L. Schottenstein
*Saul Schottenstein Vice Chairman of the Board of October 28, 1998
- ---------------------------------- Directors
Saul Schottenstein
*Martin P. Doolan President, Chief Executive Officer, and October 28, 1998
- ---------------------------------- Director (Principal Executive Officer)
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 Vice President, Controller and October 28, 1998
- ---------------------------------- Chief Accounting Officer
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
</TABLE>
II-3
<PAGE> 4
<TABLE>
<S> <C> <C>
*Dr. Norman Lamm Director October 28, 1998
- ----------------------------------
Dr. Norman Lamm
*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>
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Exhibit
Number Description
- ------ -----------
<C> <S>
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 (Exhibit 4(e) to Form S-8 (Registration No. 333-
15957), dated November 12, 1996, and incorporated herein by reference).
4(f) * Fifth Amended and Restated Value City Department Stores, Inc. 1991
Stock Option Plan.
4(g) 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.
23(a) Consent of Porter, Wright, Morris & Arthur (included in Exhibit 5 filed
herewith).
23(b) * Consent of Deloitte & Touche LLP.
23(c) * Consent of PricewaterhouseCoopers LLP.
24 * Powers of Attorney.
</TABLE>
- ----------------------
* Filed with this Registration Statement
<PAGE> 1
Exhibit 4(f)
FIFTH 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 "disinterested persons" as defined in Rule 16b-3(c)(2)(i) under the
1934 Act. 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
<PAGE> 2
power of all classes of stock of the Company or of its parent or any subsidiary
corporation; PROVIDED, HOWEVER, this restriction 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, in the aggregate and to
any one individual, shall not exceed 3,000,000, 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 him
<PAGE> 3
or by his 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
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
<PAGE> 4
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 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.
<PAGE> 5
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.
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
<PAGE> 6
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; (g) increase the maximum
ISOs that can be exercised per Optionee as set forth in subparagraph 4(c); or
(h) if the Company has a class of equity securities registered under Section 12
of the 1934 Act, transfer the administration of the Plan to any person who is
not a "disinterested person" as that term is defined in Rule 16b-3(c)(2)(i)
under the 1934 Act. 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> 7
No. 91-__________
EXHIBIT A
VALUE CITY DEPARTMENT STORES, INC.
[INCENTIVE /OR/ NON-STATUTORY]
STOCK OPTION AGREEMENT
UNDER THE
1991 STOCK OPTION PLAN
----------------------
VALUE CITY DEPARTMENT STORES, INC. (the "Company") hereby grants,
effective this ____ day of ______________, 19___ (the "effective date") to
_________________________________ (the "Optionee") an option to purchase
____________ shares of its Common Shares, without par value (the "Option
Shares"), at a price of __________________ Dollars ($______) per share pursuant
to the Company's 1991 Stock Option Plan (the "Plan"):
1. RELATIONSHIP TO THE PLAN. This option is granted pursuant to the
Plan, and is in all respects subject to the terms, provisions and definitions of
the Plan and any amendments thereto. The Optionee acknowledges receipt of a copy
of the Plan and accepts this option subject to all the terms and provisions of
the Plan (including without limitation provisions relating to
non-transferability, exercise of the option, sale of the option shares,
termination of the option, adjustment of the number of shares subject to the
option, and the exercise price of the option). The Optionee further agrees that
all decisions and interpretations made by the Stock Option Committee (the
"Committee"), as established under the Plan, and as from time to time
constituted, shall be final, binding, and conclusive upon the Optionee and his
or her heirs. This option [shall/shall not] be treated as an incentive stock
option under the Plan.
2. TIME OF EXERCISE. This option may not be exercised prior to the
first anniversary of the effective date. It thereafter may be exercised, from
time to time, in full or in part, by the Optionee based upon the number of full
years the Optionee is an employee of the Company after the effective date (the
"Vested Percentage") and shall remain exercisable (subject to the provisions
herein and the Plan) until it has been exercised as to all of the Shares or the
tenth anniversary of the effective date, whichever occurs first. The Optionee
shall be entitled to exercise this option to the extent of the percentage of,
and not to exceed in the aggregate, the maximum number of the Shares, based upon
the Vested Percentage, from time to time, which shall be determined in
accordance with the following schedule:
Years of Employment
After the Effective Date Vested Percentage
------------------------ -----------------
Notwithstanding the foregoing, this option may not be exercised unless (i) the
Option Shares are registered under the Securities Act of 1933, as amended, and
are registered or qualified under applicable state securities or "blue sky"
laws, or (ii) the Company has received an opinion of counsel to the Company to
the effect that the option may be exercised and Option Shares may be issued by
the Company pursuant thereto without such registration or qualification. If this
option may not otherwise be exercised by reason of the foregoing sentence, the
Company shall take reasonable steps to comply with applicable state and federal
securities laws in connection with such issuance.
3. METHODS OF EXERCISE. This option shall be exercisable by delivery to
the Company of written notice of exercise in the form adopted by the Committee
which specifies the number of shares to be purchased and the election of the
method of payment of therefor, which shall be one of the methods of payment
specified in paragraph 11 of the Plan and, if otherwise than payment in full, in
cash, shall be subject to the consent of the Committee. Upon receipt of
<PAGE> 8
payment for the shares to be purchased pursuant to the option or, if applicable,
the shares to be delivered pursuant to the election of an alternative payment
method, the Company will deliver or cause to be delivered to the Optionee, to
any other person exercising this option, or to a broker or dealer if the method
of payment specified in clause (v) of paragraph 11 of the Plan is elected, a
certificate or certificates for the number of shares with respect to which this
option is being exercised, registered in the name of the Optionee or other
person exercising the option, or if appropriate, in the name of such broker or
dealer; PROVIDED, HOWEVER, that if any law or regulation or order of the
Securities and Exchange Commission or other body having jurisdiction in the
premises shall require the Company or Optionee (or other person exercising this
option) to take any action in connection with the shares then being purchased,
the delivery of the certificate or certificates for such shares may be delayed
for the period necessary to take and complete such action.
4. ACQUISITION FOR INVESTMENT. This option is granted on the condition
that the acquisition of the Option Shares hereunder shall be for the account of
the Optionee (or other person exercising this option) for investment purposes
and not with a view to resale or distribution, except that such condition shall
be inoperative if the Option Shares are registered under the Securities Act of
1933, as amended, or if in the opinion of counsel for the Company such shares
may be resold without registration. At the time of any exercise of the option,
the Optionee (or other person exercising this option) will execute such further
agreements as the Company may require to implement the foregoing condition and
to acknowledge the Optionee's (or such other person's) familiarity with
restrictions on the resale of the Option Shares under applicable securities
laws.
5. DISPOSITION OF SHARES. The Optionee or any other person who may
exercise this option will not sell or otherwise dispose of any Option Shares
unless at least six (6) months have elapsed from the effective date and will
notify the Company within seven (7) days of any sale or other transfer of any
Option Shares.
6. WITHHOLDING. As a condition to the issuance of any of the Shares
under this Option, Optionee or any person who may exercise this Option
authorizes the Company to withhold in accordance with applicable law from any
salary, wages or other compensation for services payable by the Company to or
with respect to Optionee any and all taxes required to be withheld by the
Company under federal, state or local law as a result of such Optionee's or such
person's receipt or disposition of Shares purchased under this Option. If, for
any reason, the Company is unable to withhold all or any portion of the amount
required to be withheld, Optionee (or any person who may exercise this Option)
agrees to pay to the Company upon exercise of this Option an amount equal to the
withholding required to be made less the amount actually withheld by the
Company.
7. GENERAL. This Agreement shall be construed as a contract under the
laws of the State of Ohio. It may be executed in several counterparts, all of
which shall constitute one Agreement. It shall bind and, subject to the terms of
the Plan, benefit the parties and their respective successors, assigns, and
legal representatives.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the date first above written.
OPTIONEE: VALUE CITY DEPARTMENT STORES, INC.
______________________________ By: ________________________________
Its: ________________________________
<PAGE> 1
Exhibit 5
October 28, 1998
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 500,000 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
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Value City Department Stores, Inc. on Form S-8 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.
/s/ Deloitte & Touche
Deloitte & Touche LLP
Columbus, Ohio
October 28, 1998
<PAGE> 1
[PRICEWATERHOUSECOOPERS LOGO] Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Columbus, Ohio
October 26, 1998
<PAGE> 1
Exhibit 24
POWER OF ATTORNEY
-----------------
Each of the undersigned officers and directors of Value City Department
Stores, Inc. (the "Company"), hereby appoints Robert M. Wysinski and Neil
Bulman, Jr. as his attorneys or either of them, with power to act without the
other, as his true and lawful 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 Company's
Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering under the Securities Act of 1933, as amended, 500,000
shares of Common Stock, without par value, to be sold and distributed by the
Corporation pursuant to the Corporation's 1991 Stock Option Plan, as amended
(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
said 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
said attorney-in-fact full power of substitution and revocation, and hereby
ratifying all that any said attorney-in-fact or his substitute may do by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have signed these presents
effective the 6th day of July 1998.
/s/ Jay L. Schottenstein Chairman of the Board of Directors
- ---------------------------------
Jay L. Schottenstein
/s/ Saul Schottenstein Vice Chairman of the Board of Directors
- ---------------------------------
Saul Schottenstein
/s/ Martin P. Doolan President, Chief Executive Officer,
- --------------------------------- and Director (Principal Executive
Martin P. Doolan Officer)
/s/ Robert M. Wysinski Senior Vice President, Chief Financial
- --------------------------------- Officer, Secretary, Treasurer, and
Robert M. Wysinski Director (Principal Financial Officer)
/s/ Richard L. Walters Vice President, Controller, and Chief
- --------------------------------- Accounting Officer (Principal Accounting
Richard L. Walters Officer)
/s/ Ari Deshe Director
- ---------------------------------
Ari Deshe
/s/ Jon P. Diamond Director
- ---------------------------------
Jon P. Diamond
<PAGE> 2
/s/ Richard Gurian Director
- ---------------------------------
Richard Gurian
/s/ Dr. Norman Lamm Director
- ---------------------------------
Dr. Norman Lamm
/s/Geraldine Schottenstein Director
- ---------------------------------
Geraldine Schottenstein
/s/ Robert L. Shook Director
- ---------------------------------
Robert L. Shook
