<PAGE> 1
As filed with the Securities and Exchange Commission on May 5, 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. . . . . . . .629,445 18.72 $11,783,210.40 $3,476.05
- -----------------------------------------------------------------------------------------------------------------------
</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 April 29, 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
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MAY 5, 1998
PROSPECTUS
629,445 SHARES
VALUE CITY DEPARTMENT STORES, INC.
COMMON STOCK
------------------------------------
All of the 629,445 shares of common stock, without par value (the
"Common Stock"), of Value City Department Stores, Inc. (the "Company") offered
hereby (the "Shares") may be offered for sale from time to time by and for the
account of certain shareholders of the Company (collectively, the "Selling
Shareholders") as more fully described herein. The Company will not receive any
proceeds from the sale of Shares offered hereby by the Selling Shareholders. See
"Use of Proceeds," "Selling Shareholders," and "Plan of Distribution."
The Common Stock is listed on the New York Stock Exchange under the
symbol "VCD" On April 30, 1998, the closing price per share of the Common Stock
on the New York Stock Exchange was $19.00.
This Prospectus relates to 629,445 shares of Common Stock which have
been either gifted to the Selling Shareholders (each a charitable foundation)
by Schottenstein Stores Corporation or purchased by the Selling Shareholders on
the open market. The Selling Shareholders, directly, through agents designated
from time to time, or through broker-dealers or underwriters also to be
designated, may sell the Shares, jointly or severally, from time to time on
terms to be determined at the time of sale. To the extent required, the specific
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
set forth in an accompanying supplement to this Prospectus (a "Prospectus
Supplement"). See "Selling Shareholders" and "Plan of Distribution." The Selling
Shareholders, jointly and severally, reserve the sole right to accept or reject,
in whole or in part, any proposed purchase of the Shares to be made in the
manner set forth above.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------------------
May __, 1998
<PAGE> 3
AVAILABLE INFORMATION
The Company is 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 files 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 the Company can be inspected and copied at the Public
Reference Room of the Commission at 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 call the
Commission at 1-800-SEC-0330. Copies of such material also can be obtained by
mail from the Public Reference Section of the Commission at 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.
The Company has 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 the offices of the Commission at
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, and Quarterly
Report on Form 10-Q (filed March 17, 1998) for the quarter ended January 31,
1998; and (3) Proxy Statement and Amendment thereto, for the Annual Meeting of
Shareholders held on December 2, 1997 (filed on October 31, 1997 and November 5,
1997, respectively).
In addition, the description of the Common Stock which is contained in
the Company's Form 8-A filed with the Commission on April 29, 1991 pursuant to
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 filed by the Company, pursuant to 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.
The Company 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 the Company:
Attention: Robert M. Wysinski, Senior Vice President, Chief Financial Officer,
Treasurer, and Secretary, 3241 Westerville Road, Columbus, Ohio 43224; (614)
471-4722.
-2-
<PAGE> 4
THE COMPANY
The Company currently operates a chain of 94 department stores located
in Ohio and 14 other Midwestern and eastern states, principally under the name
"Value City." For over 80 years, the Company's strategy has been to provide
exceptional value by offering a broad selection of brand name merchandise at
prices substantially below conventional retail prices. The stores carry men's,
women's and children's apparel, housewares, giftware, home furnishings, toys,
sporting goods, jewelry, shoes and health and beauty aids, with apparel
comprising over 60% of total sales. The Company operates large stores, averaging
86,000 square feet, which allow it to offer over 90,000 different items of
merchandise similar to the items found in department, specialty and discount
stores.
The Company's pricing strategy is supported by its ability to purchase
large quantities of goods in a variety of special buying opportunities. For many
years, the Company has 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 Selling Shareholders. Accordingly, the Company will not
receive any of the proceeds from the sale of Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
Each of the Selling Shareholders is a private non-profit charitable
foundation. The sole members, trustees and officers of the El-An Foundation and
the Jay and Jean Schottenstein Foundation are Saul, Geraldine and Jay
Schottenstein, each a director of the Company. Each of the remaining Selling
Shareholders also have trustees and officers which consist of at least one of
the following persons: Jay Schottenstein, Geraldine Schottenstein, Jon Diamond
and/or Ari Deshe, each a director of the Company.
The Selling Shareholders are shareholders of the Company because of
gifts made to the Selling Shareholders by Schottenstein Stores Corporation and
in one case also as a result of open market purchases. Schottenstein Stores
Corporation owns approximately 62% of the outstanding Common Stock of the
Company. Schottenstein Stores Corporation intends to make additional
contributions of its shares of Common Stock of the Company to the Selling
Shareholders in the future, and the Company may file additional registration
statements on behalf of the Selling Shareholders to permit them to publicly
offer and sell any such additional shares.
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock by each Selling Shareholder on April
30, 1998.
<TABLE>
<CAPTION>
Before the Offering After the Offering
------------------------------------- Shares ----------------------------------
Number of Percentage Being Number of Percentage
Shares of Class (1) Offered Shares of Class (1)
------------- --------------- ------- --------------- -------------
<S> <C> <C> <C> <C> <C>
El-An Foundation 359,445 1.1% 359,445 0 0%
Jay and Jean
Schottenstein Foundation 111,035 * 111,035 0 0%
Ann and Ari Deshe
Foundation 61,150 * 61,150 0 0%
Jon and Susan Diamond
Family Foundation 61,150 * 61,150 0 0%
Lori Schottenstein
Foundation 36,665 * 36,665 0 0%
</TABLE>
- --------------
(1) "Percentage of Class" is calculated by dividing the number of shares
beneficially owned by 32,006,765, the total number of outstanding shares of
the Company on April 30, 1998.
* Less than 1%
-3-
<PAGE> 5
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 independent of the Company in
making decisions with respect to the timing, manner, and size of each sale. To
the Company's knowledge, no Selling Shareholder has 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 Stockholders 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 the
Company's 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 have 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 the Company's Annual Report on Form 10-K for the
fiscal years ended August 3, 1996 and July 29, 1995, have been audited by
Coopers & Lybrand 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 the Company by Porter, Wright, Morris & Arthur, Columbus, Ohio.
-4-
<PAGE> 6
================================================================================
NO DEALER, SALESPERSON, OR ANY OTHER 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 THE COMPANY, THE SELLING SHAREHOLDERS 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.
---------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................... 2
Information Incorporated By Reference..... 2
The Company............................... 3
Use of Proceeds........................... 3
Selling Shareholders...................... 3
Plan of Distribution...................... 4
Experts ................................. 4
Legal Matters............................. 4
</TABLE>
================================================================================
629,445 SHARES
VALUE CITY DEPARTMENT
STORES, INC.
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
MAY __, 1998
================================================================================
<PAGE> 7
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....................................................... $ 3,476.05
Printing and engraving fee................................................. 2,000.00*
Legal fees and expenses.................................................... 10,000.00*
Accounting fees and expenses............................................... 10,000.00*
Miscellaneous fees and expenses............................................ 1,523.95*
Total............................................................. $ 27,000.00
=========
</TABLE>
*Estimated
All the costs identified above will be paid by the Selling Shareholders.
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> 8
ITEM 16. EXHIBITS.
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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 Coopers & Lybrand L.L.P.
24 * Powers of Attorney.
* 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
II-2
<PAGE> 9
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.
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 May 1, 1998.
VALUE CITY DEPARTMENT STORES, INC.
By: /s/ Martin P. Doolan
------------------------------------
Martin P. Doolan, President and CEO
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 May 4, 1998
- ------------------------------------
Jay L. Schottenstein
*Saul Schottenstein Vice Chairman of the Board May 4, 1998
- ------------------------------------ of Directors
Saul Schottenstein
/s/ Martin P. Doolan President, Chief Executive Officer May 4, 1998
- ------------------------------------ and Director
Martin P. Doolan
/s/ Robert M. Wysinski Senior Vice President, Treasurer, May 4, 1998
- ------------------------------------ Secretary (Principal Financial Officer)
Robert M. Wysinski
*Richard L. Walters Controller, Assistant Treasurer, and May 4, 1998
- ------------------------------------ Assistant Secretary
Richard L. Walters (Principal Accounting Officer)
*Geraldine Schottenstein Director May 4, 1998
- ------------------------------------
Geraldine Schottenstein
*Jon P. Diamond Director May 4, 1998
- ------------------------------------
Jon P. Diamond
*Richard Gurian Director May 4, 1998
- ------------------------------------
Richard Gurian
</TABLE>
II-3
<PAGE> 10
<TABLE>
<S> <C> <C>
*Robert L. Shook Director May 4, 1998
- ------------------------------------
Robert L. Shook
*Ari Deshe Director May 4, 1998
- ------------------------------------
Ari Deshe
</TABLE>
*By: /s/ Robert M. Wysinski
------------------------------------
Robert M. Wysinski, attorney-in-fact
for each of the persons indicated
II-4
<PAGE> 1
Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43215-6194
May 4, 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 629,455 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' CONSENT
We consent to the incorporation by reference in the 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 part of this
Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Columbus, Ohio
May 1, 1998
<PAGE> 1
Exhibit 23(c)
INDEPENDENT AUDITORS' CONSENT
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. (the
"Company") as of August 3, 1996, and for the years ended August 3, 1996 and 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 reference to our firm
under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Columbus, Ohio
May 1, 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
of 629,445 shares of common stock, without par value, 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 on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*Jay L. Schottenstein Chairman of the Board May 1, 1998
- --------------------------------
Jay L. Schottenstein
*Saul Schottenstein Vice Chairman of the Board May 1, 1998
- -------------------------------- of Directors
Saul Schottenstein
/s/ Martin P. Doolan President, Chief Executive Officer May 1, 1998
- -------------------------------- and Director
Martin P. Doolan
/s/ Robert M. Wysinski Senior Vice President , Treasurer, May 1, 1998
- -------------------------------- Secretary (Principal Financial Officer)
Robert M. Wysinski
*Richard L. Walters Controller, Assistant Treasurer, and May 1, 1998
- -------------------------------- Assistant Secretary
Richard L. Walters (Principal Accounting Officer)
*Geraldine Schottenstein Director May 1, 1998
- --------------------------------
Geraldine Schottenstein
*Jon P. Diamond Director May 1, 1998
- --------------------------------
Jon P. Diamond
*Richard Gurian Director May 1, 1998
- --------------------------------
Richard Gurian
*Robert L. Shook Director May 1, 1998
- --------------------------------
</TABLE>
<PAGE> 2
Robert L. Shook
<TABLE>
<S> <C> <C>
*Ari Deshe Director May 1, 1998
- --------------------------------
Ari Deshe
</TABLE>
