<PAGE> 1
Filed pursuant to
Rule 424(b)(1)
Registration No. 333-51865
PROSPECTUS
629,445 SHARES
VALUE CITY DEPARTMENT STORES, INC.
COMMON STOCK
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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 May 13, 1998, the closing price per share of the Common Stock on
the New York Stock Exchange was $18.75.
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.
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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.
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May 14, 1998
<PAGE> 2
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.
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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 #2 36,665 * 36,665 0 0%
</TABLE>
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(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%
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<PAGE> 4
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.
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<PAGE> 5
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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.
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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 Opinion............................. 4
</TABLE>
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629,445 SHARES
VALUE CITY DEPARTMENT
STORES, INC.
COMMON STOCK
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PROSPECTUS
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MAY 14, 1998
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