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Filed pursuant to Rule 424(b)(1)
Registration No. 333-66247
PROSPECTUS
621,668 SHARES
VALUE CITY DEPARTMENT STORES, INC.
3241 WESTERVILLE ROAD
COLUMBUS, OHIO 43224
(614) 728-2300
COMMON STOCK
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All of the 621,668 shares of common stock, without par value of Value
City Department Stores, Inc. offered hereby (the "Shares") may be offered for
sale from time to time by and for the account of certain of our shareholders as
more fully described in this prospectus. We will not receive any proceeds from
the sale of Shares sold by the shareholders. See "Use of Proceeds," "Selling
Shareholders," and "Plan of Distribution."
This Prospectus relates to 621,668 shares of Common Stock owned by
certain of our shareholders. These shareholders, directly, or indirectly through
agents, broker-dealers or underwriters to be designated, may sell the Shares,
from time to time on terms to be determined at the time of sale. To the extent
required, specific information regarding the Shares to be sold, public offering
price, the names of any such agent, broker-dealer, or underwriter and any
applicable commission or discount will be placed in an accompanying supplement
to this Prospectus (a "Prospectus Supplement"). See "Selling Shareholders" and
"Plan of Distribution." The shareholders selling shares under this registration
statement reserve the sole right to accept or reject, in whole or in part, any
proposed purchase of the Shares to be made.
The Common Stock is listed on the New York Stock Exchange under the symbol "VCD"
On October 26, 1998, the closing price per share of the Common Stock on the New
York Stock Exchange was $9.3125.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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November 4, 1998
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Available Information.............................2
Incorporation by Reference........................2
The Company.......................................3
Use of Proceeds...................................3
Selling Shareholders..............................3
Plan of Distribution..............................4
Experts...........................................5
Legal Opinion.....................................5
</TABLE>
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the
"Exchange Act"), and in accordance therewith file reports, proxy statements, and
other information with the Securities and Exchange Commission (the
"Commission"). Copies of such reports, proxy statements, and other information
filed by us can be inspected and copied at:
Public Reference Room
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
or at the public reference facilities of the regional offices of the Commission
at
500 West Madison Street, Suite 1400
Chicago, Illinois 60661-2511; and
7 World Trade Center, Suite 1300
New York, New York 10048.
The public may obtain information on the operation of the Public Conference Room
by calling the Commission at 1-800-SEC-0330. Copies of such material also can be
obtained by mail from:
Public Reference Section
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
upon payment of the fees prescribed by the rules and regulations of the
Commission. Such materials may also be accessed electronically by means of the
Commission's home page on the Internet at:
http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange, and reports and other
information concerning us should be available for inspection and copying at:
The New York Stock Exchange
20 Broad Street - 17th Floor
New York, New York 10005
We have filed with the Commission under the Securities Act, and the
rules and regulations thereunder, a Registration Statement on Form S-3, as it
may be amended (the "Registration Statement"), with respect to the Shares
offered hereby. This Prospectus does not contain all of the information
contained in the Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission and to which
reference is hereby made. Any statements contained herein or in any document
incorporated by reference herein concerning the provisions of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement or other document, each such statement being qualified in
its entirety by such reference. The Registration Statement (and exhibits
thereto) should be available for inspection at:
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
and copies thereof may be obtained from the Commission at prescribed rates. Such
materials may also be accessed electronically by means of the Commission's home
page on the Internet at http://www.sec.gov.
INFORMATION INCORPORATED BY
REFERENCE
The following documents previously filed with the Commission by the
Company pursuant to Sections 13(a), 14 or 15(d) of the Exchange Act are hereby
incorporated herein by reference:
(1) Report on Form 10-K (filed October 31, 1997) for the year ended August 2,
1997;
(2) Quarterly Report on Form 10-Q (filed December 16, 1997) for the quarter
ended November 1, 1997, Quarterly Report on Form 10-Q (filed March 17,
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1998) for the quarter ended January 31, 1998, and Quarterly Report on Form 10-Q
(filed June 12, 1998) for the quarter ended May 2, 1998; and
(3) Proxy Statement for the Annual Meeting of Shareholders held on December 2,
1997, (filed on November 5, 1997).
In addition, the description of our common stock which is contained in
the Company's Form 8-A filed with the Commission on April 29, 1991 under Section
12 of the Exchange Act, as the same may be updated in any amendment or report
filed for the purpose of updating such description, is hereby incorporated by
reference.
All documents we file under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus and prior to the termination of
the offering of the Shares hereby shall be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents. Any statement incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
We shall promptly furnish, without charge, a copy of any and all of the
information that has been incorporated by reference in the Prospectus upon the
written or oral request of any potential investor to:
Value City Department Stores, Inc.
Attention: Robert M. Wysinski
Senior Vice President, Chief Financial
Officer, Treasurer, and Secretary
3241 Westerville Road
Columbus, Ohio 43224
(614) 471-4722.
THE COMPANY
We currently operate a chain of 96 department stores located in Ohio,
Pennsylvania and 14 other midwestern, eastern, and southern states, principally
under the name "Value City," as well as 47 DSW shoe stores located throughout
the United States. For over 80 years, our strategy has been to provide
exceptional value by offering a broad selection of brand name merchandise at
prices substantially below conventional retail prices. The department stores
carry men's, women's and children's apparel, housewares, giftware, home
furnishings, toys, sporting goods, jewelry, shoes and health and beauty care,
with apparel comprising over 60% of total sales. The Value City stores average
86,000 square feet which allow us to offer over 100,000 different items of
merchandise similar to the items found in traditional department, specialty and
discount stores. Our DSW stores offer a similar concept of off-price, brand name
shoes. These stores average 22,000 square feet with 20,000 to 55,000 pairs of
womens' and mens' designer brand shoes and athletic footwear per store.
Our pricing strategy is supported by our ability to purchase large
quantities of goods in a variety of special buying opportunities. For many
years, we have also had a reputation in the marketplace as a leading purchaser
of buy-outs and manufacturers' closeouts.
USE OF PROCEEDS
The proceeds from the sale of the Shares offered hereby are solely for
the account of the shareholders who currently own and are selling the Shares.
Accordingly, we will not receive any of the proceeds from the sale of Shares.
SELLING SHAREHOLDERS
R. Scott Asen purchased 300,000 shares from Schottenstein Stores
Corporation ("SSC") in a private transaction exempt from registration under
Section 4(1) of the Securities Act of 1933, as amended, on April 9, 1998. SSC is
our parent company and as of October 26, 1998 beneficially owns 19,509,166
shares or 60.4% of the outstanding common stock. In conjunction with the sale,
we entered into a Registration Rights Agreement with Mr. Asen on April 13, 1998.
Mr. Asen is not an affiliated with us and his only connection with us is his
ownership of the 821,100 shares of our common stock.
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Stephen J. Clearman purchased 200,000 shares from SSC in a private
transaction exempt from registration under Section 4(1) of the Securities Act of
1933, as amended, on April 9, 1998. In conjunction with the sale, we entered
into a Registration Rights Agreement with Mr. Clearman on April 13, 1998. Mr.
Clearman is not affiliated with us and his only connection with us is his
ownership of 200,000 shares of our common stock.
Several of our executives officers, along with their spouses or
designees, purchased a total of 111,668 shares of our common stock from SSC in
private transactions in the Spring of 1998. The purchases included the
following:
- Martin P. Doolan, President and Chief Executive Officer,
purchased 50,000 shares through the Doolan Family First Limited
Partnership, a Texas limited partnership;
- James E. Feldt, Executive Vice President and General Merchandise
Manager, and his spouse Rosanne Feldt, purchased 25,000 shares;
- Michael J. Tanner, Chief Operating Officer, and his spouse, Susan
E. Tanner, purchased 20,000 shares;
- Robert M. Wysinski, Senior Vice President, Chief Financial
Officer, Treasurer, and Secretary, purchased 8,334 shares; and
- Richard L. Walters, Vice President, Controller, and Chief
Accounting Officer, purchased 8,334 shares.
Additionally, David W. Thompson, an executive officer of SSC, purchased 10,000
shares of our common stock from Schottenstein Stores Corporation. All 121,668
shares purchased from SSC are restricted shares and have not been registered
with the Commission. The filing of this registration statement will allow those
executive officers and Mr. Thompson to margin the shares that they acquired from
SSC or, if they elect, to sell the shares without restriction.
R. Scott Asen, Stephen J. Clearman, James E. and Rosanne Feldt, Robert
M. Wysinski, Richard L. Walters, Michael J. and Susan E. Tanner, the Doolan
Family First Limited Partnership, and David W. Thompson may collectively be
referred to as the "Selling Shareholders."
The following table sets forth certain information regarding the
beneficial ownership of the Shares by the Selling Shareholders on October 26,
1998.
<TABLE>
<CAPTION>
Before the Offering After the Offering
------------------- Shares ------------------
Number of Being Number of
Shares(1) Offered Shares(1)
--------- ------- ---------
<S> <C> <C> <C>
R. Scott Asen 821,100 300,000 521,100
Stephen J. Clearman 200,000 200,000 0
Doolan Family First Limited
Partnership(2) 125,000 50,000 75,000
James E. and Rosanne Feldt(3) 66,000 25,000 41,000
Michael and Susan Tanner(4) 65,000 20,000 45,000
Robert M. Wysinski(5) 64,521 8,334 56,187
Richard L. Walters(6) 48,013 8,334 39,345
David W. Thompson(7) 24,000 10,000 14,000
_______________________________________________
<FN>
(1) In each case, with the exception of Mr. Asen, the total number of shares owned by each person
selling shares under this registration statement is less than 1% of the total outstanding
shares both before and after the offering. Mr. Asen owns approximately 2.5% of the outstanding
Common Stock before the offering and will own approximately 1.6% of the outstanding Common
Stock after the offering.
(2) The Doolan Family First Limited Partnership is owned by the members of the family of Martin P.
Doolan, President and Chief Executive Officer.
</FN>
</TABLE>
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(3) Includes 25,000 shares that Mr. Feldt owns independently of his spouse.
Also includes 16,000 shares subject exercisable options within 60 days.
(4) Includes 30,000 shares that Mr. Tanner owns independently of his
spouse. Also includes 15,000 shares subject exercisable options within
60 days.
(5) Includes 35,600 shares subject exercisable options within 60 days.
(6) Includes 32,600 shares subject exercisable options within 60 days.
(7) Includes 14,000 shares subject exercisable options within 60 days.
PLAN OF DISTRIBUTION
The Shares covered hereby may be offered and sold from time to time by the
Selling Shareholders or by pledgees, donees, transferees, and other successors
in interest. The Selling Shareholders will act independently of us in making
decisions with respect to the timing, manner, and size of each sale. To our
knowledge, the Selling Shareholders have not entered into any agreement,
arrangement, or understanding with any particular brokers or market makers that
will participate in the offering.
The Selling Shareholders may sell Shares in any of the following
transactions: (i) through broker-dealers; (ii) through agents; or (iii) directly
to one or more purchasers. The distribution of the Shares by the Selling
Shareholders may be effected from time to time in one or more transactions in
the over-the-counter market, on the New York Stock Exchange, or in privately
negotiated transactions at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, or at negotiated prices. In
addition, any Shares covered by this Prospectus which qualify for sale pursuant
to Rule 144 of the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
In connection with the distribution of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the Shares registered hereunder in the course of hedging the positions they
assume with the Selling Shareholders. The Selling Shareholders may also sell
shares short and redeliver the Shares to close out such short positions. The
Selling Shareholders may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the Shares
registered hereunder, which the broker-dealer may resell or otherwise transfer
pursuant to this Prospectus. The Selling Shareholders may also loan or pledge
the Shares registered hereunder to a broker-dealer and the broker-dealer may
sell the Shares so loaned or upon a default the broker-dealer may effect sales
of the pledged Shares pursuant to this Prospectus.
At the time a particular offer is made, to the extent required, a
Prospectus Supplement will be distributed which will set forth the aggregate
number of Shares being offered and the terms of the offering, including the name
or names of any underwriters, broker-dealers, or agents, any commissions,
discounts, or concessions and other items constituting compensation from the
Selling Shareholders and any commissions, discounts, or concessions allowed or
repaid to broker-dealers.
EXPERTS
The financial statements and the related financial statement schedules
incorporated in this Prospectus and Registration Statement by reference from our
Annual Report on Form 10-K for fiscal year ended August 2, 1997, have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated by reference and has been so incorporated in
reliance upon reports of such firm given upon their authority as experts in
accounting and auditing.
The financial statements incorporated in this Prospectus and
Registration Statement by reference from our Annual Report on Form 10-K for
fiscal years ended August 2, 1997 as of and, for the year ended August 3, 1996
and for the year ended July 29, 1995, have been audited by
PricewaterhouseCoopers LLP, independent auditors, as stated in their report
which is incorporated by reference and have been so incorporated in reliance
upon reports of such firm given upon their authority as experts in accounting
and auditing.
LEGAL OPINION
The validity of the shares of Common Stock offered hereby has been
passed upon for us by Porter, Wright, Morris & Arthur, Columbus, Ohio.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US, THE SELLING SHAREHOLDER
OR ANY UNDERWRITER, DEALER, OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES
OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
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621,668 SHARES
VALUE CITY DEPARTMENT
STORES, INC.
COMMON STOCK
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PROSPECTUS
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NOVEMBER 4, 1998
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