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Filed pursuant to Rule 424(b)(1)
Registration No. 333-32016
PROSPECTUS
MARCH 17, 2000
739,157 SHARES
VALUE CITY DEPARTMENT STORES, INC.
3241 WESTERVILLE ROAD
COLUMBUS, OHIO 43224
(614) 471-4722
COMMON STOCK
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This prospectus relates to the sale of 739,157 shares of our common stock
owned by several of our shareholders which we are registering on their behalf.
These shareholders or their transferees may sell the shares through agents,
broker-dealers or underwriters, and on terms determined at the time of sale. To
the extent required, we will provide you with a supplement to this prospectus
with specific information regarding:
o the shares to be sold;
o the public offering price; and
o the names of any agent, broker-dealer, or underwriter through which
these shares are sold, and any applicable commission or discount.
The shareholders selling shares under this registration statement reserve
the sole right to accept or reject, in whole or in part, any proposed sale of
the shares.
We will not receive any proceeds from the sale of shares under this
registration statement. All proceeds will go directly to the selling
shareholders.
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Our common stock is listed on the New York Stock Exchange under the symbol "VCD"
on March 16, 2000, the closing price per share of our common stock on the New
York Stock Exchange was $13.94.
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.
The date of this prospectus is March 17, 2000.
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TABLE OF CONTENTS
Available Information................................. 3
Incorporation by Reference............................ 3
The Company........................................... 4
Use of Proceeds....................................... 4
Selling Shareholders.................................. 4
Plan of Distribution.................................. 5
Experts............................................... 6
Legal Opinion......................................... 6
Unless otherwise specified, the information in this prospectus is set forth
as of March 17, 2000, and we anticipate that changes will occur in our affairs
after such date. We have not authorized any person to give any information or to
make any representations, other than as contained in this prospectus, in
connection with the offer contained in this prospectus. If any person gives you
any information or makes representations in connection with this offer, do not
rely on it as information that we have authorized. This prospectus is not an
offer to sell our common stock in any state or other jurisdiction to any person
to whom it is unlawful to make such an offer.
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AVAILABLE INFORMATION
We must comply with the informational requirements of the Securities
Exchange Act of 1934 and its rules and regulations. Under the Exchange Act, we
must file reports, proxy statements, and other information with the Securities
and Exchange Commission. Copies of these reports, proxy statements, and other
information 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
or at:
7 World Trade Center
Suite 1300
New York, New York 10048-1102
You may obtain information on the operation of the Public Conference Room
by calling the Commission at 1-800-SEC-0330. You may also obtain copies of our
materials by mail at prescribed rates from:
Public Reference Section
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0004
Finally, you may obtain these materials electronically by accessing the
Commission's home page on the Internet at:
http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange. Therefore,
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
Under the Securities Act of 1933, we have filed with the Commission a
registration statement on Form S-3 regarding the shares offered by this
prospectus. This prospectus does not contain all of the information contained in
the Form S-3 registration statement, some portions of which we have omitted
pursuant to Commission's rules and regulations.
We will promptly provide you, without charge, a copy of any and all of the
information that we have incorporated by reference in this prospectus upon your
written or oral request to:
Value City Department Stores, Inc.
Attention: Robert M. Wysinski
3241 Westerville Road
Columbus, Ohio 43224
(614) 478-2242
Statements contained in this prospectus, or in any document which we
incorporate by reference in this prospectus, that deal with the provisions of
any contract or other document are not necessarily complete. In each such
instance we refer you to the copy of such contract or other document filed as an
exhibit to the registration statement or other document. You may inspect and
copy the registration statement and attached exhibits at:
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
You may also access these materials electronically by means of the
Commission's home page on the Internet at http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to other documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the Commission automatically will update and supersede this information.
We incorporate by reference into this prospectus the following documents
and information filed with the Commission:
o Transition Report on Form 10-K405, filed April 30, 1999, for the
transition period ended January 30, 1999;
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o Quarterly Reports on Form 10-Q, for the quarter ended May 1, 1999, filed
June 15, 1999, for the quarter ended July 31, 1999, filed September 13,
1999, and for the quarter ended October 30, 1999, filed December 14, 1999;
and
o Current Reports on Form 8-K dated November 8, 1999, and November 19, 1999,
relating to acquisition of Gramex Retail Stores, Inc.
o Current Report on Form 8-K dated February 2, 2000, relating to the
acquisition of Filene's Basement Corp.
In addition, we incorporate by reference the description of our common
stock contained in our Form 8-A, filed with the Commission on April 29, 1991
under Section 12 of the Exchange Act, as updated in any amendment or report
filed for such purpose.
Finally, we incorporate by reference any future filings that we make with
the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date of this prospectus and before the filing of a post-effective
amendment (which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold). Such documents are a part of
this prospectus from the date of its filing.
THE COMPANY
We currently operate a chain of 105 department stores located in Ohio,
Pennsylvania and 14 other midwestern, eastern, and southern states, principally
under the name "Value City," as well as 58 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 87,000 square feet, which allow them 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 women's
and men's 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 by this prospectus are
solely for the shareholder who currently owns and is selling the shares. We will
not receive any of the proceeds from the sale of these shares.
SELLING SHAREHOLDERS
The following table contains information regarding the beneficial ownership
of the selling shareholders as of March 15, 2000.
<TABLE>
<CAPTION>
- ----------------- -------------- ------------ -------------
Shares owned Shares Shares
before the being owned after
offering offered the offering
- ----------------- -------------- ------------ -------------
<S> <C> <C> <C>
Gramex
Corporation 255,949 255,949 0
- ----------------- -------------- ------------ -------------
Filene's
Basement Corp. 403,208 403,208 0
- ----------------- -------------- ------------ -------------
El An
Foundation 80,000 80,000 0
- ----------------- -------------- ------------ -------------
</TABLE>
Gramex Corporation, a Missouri corporation, acquired its shares from us in
a privately negotiated transaction in which we acquired all of their shares of
Gramex Retail Stores, Inc., a Delaware corporation operating 15 discount
department stores in the St. Louis area, for 255,949 shares of our common stock
and additional consideration. The terms of the acquisition were governed by a
Stock Purchase Agreement, dated November 8, 1999. We completed the acquisition
on November 19, 1999.
As part of the acquisition, we entered into a registration rights agreement
with Gramex Corporation. This agreement requires that we register the shares of
our common stock Gramex Corporation received in the acquisition.
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Gramex Corporation is not affiliated with us and its only connection with
us is its ownership of the shares acquired in the acquisition and being offered
for sale. After Gramex Corporation sells the shares of common stock covered by
this prospectus, it will not own any shares of our common stock.
Filene's Basement Corp., a Massachusetts corporation, acquired its shares
from us pursuant to a privately negotiated transaction in which we acquired
substantially all of the assets of Filene's Basement Corp. and Filene's
Basement, Inc., a wholly owned subsidiary of Filene's Basement Corp., which
collectively operate fourteen retails stores under the name "Filene's Basement"
and eight retail stores under the name "Aisle 3", for [458,051] shares of our
common stock and additional consideration. The terms of the acquisition were
governed by an Asset Purchase Agreement dated February 2, 2000. We completed the
acquisition on March [15], 2000.
Filene's Basement Corp. is a debtor and debtor in possession under chapter
11 of the Bankruptcy Code, and therefore the acquisition was subject to
Bankruptcy Court Approval which was obtained on March 2, 2000.
Filene's Basement Corp. is not affiliated with us and its only connection
with us is its ownership of the shares acquired in the acquisition and being
offered for sale. After Filene's Basement Corp. sells the shares of common stock
covered by this prospectus, it will not own any shares of our common stock.
El An Foundation, a private charitable foundation, will acquire its shares
of our common stock from us as a charitable contribution from us on the
effective date of this registration statement. This registration covers sales of
our shares by El An Foundation and/or its transferees.
Jay Schottenstein, our Chairman and CEO, and Saul Schottenstein, our Vice
Chairman, and members of their families are the trustees and officers of El An
Foundation. After El An Foundation sells the shares of common stock covered by
this prospectus, it will not own any shares of our common stock.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling shareholders or by their 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 broker or market
maker that will participate in the offering.
The selling shareholders may sell shares in any of the following
transactions:
o through broker-dealers;
o through agents; or
o directly to one or more purchasers.
From time to time, the selling shareholders may sell their shares 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 under Rule 144 of the Securities Act may be sold under Rule 144
rather than under this prospectus.
Regarding the distribution of the shares or otherwise, the selling
shareholders may do the following:
o Enter into hedging transactions with broker-dealers. In connection
with such transactions, broker-dealers may engage in short sales of the
shares registered under this prospectus in the course of hedging the
positions they assume with the selling shareholder.
o Sell shares short and redeliver the shares to close out such short
positions.
o Enter into option or other transactions with broker-dealers which require
the selling shareholder to deliver the shares registered by this
registration statement to the broker-dealer, so that the broker-dealer may
resell or otherwise transfer the shares under this prospectus.
o Loan or pledge the shares registered under this registration statement to a
broker-dealer, who in turn may: (1) sell the shares so loaned; or (2) upon
a default, sell the shares so pledged, under this prospectus.
When the selling shareholders offer their shares, to the extent required,
we will provide you with a prospectus supplement detailing:
o the aggregate number of shares being offered;
o the terms of the offering, including the name or names of any underwriters,
broker-dealers, or agents;
o any commissions, discounts, or concessions and other items constituting
compensation from the selling shareholder; and
o any commissions, discounts, or concessions allowed or repaid to
broker-dealers.
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EXPERTS
The financial statements as of January 30, 1999 and August 1, 1998 and
August 2, 1997 and for the Transition Period from August 2, 1998 through January
30, 1999 and the years ended August 1, 1998 and August 2, 1997 and the related
financial statement schedules incorporated in this prospectus and registration
statement by reference from the Company's Transition Report on Form 10-K405 for
the transition period ended January 30, 1999 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
PricewaterhouseCoopers LLP, independent accountants, have audited the
financial statements that we have incorporated by reference in this prospectus
and registration statement from our Annual Report on Form 10-K for the year
ended August 3, 1996. PricewaterhouseCoopers LLP have audited these statements
as detailed in their reports, which we also have incorporated by reference in
this prospectus and registration statement. We have relied on this report based
on PricewaterhouseCoopers LLP's authority as experts in accounting and auditing.
LEGAL OPINION
Porter, Wright, Morris & Arthur LLP (Columbus, Ohio) has passed upon the
validity of the shares of common stock offered by this prospectus.
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