<PAGE> 1
As filed with the Securities and Exchange Commission on March 8, 2000
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)
----------
Robert M Wysinski
Senior Vice President
Value City Department Stores, Inc.
3241 Westerville Road
Columbus, Ohio 43224
(614) 478-2242
[email protected]
(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 LLP
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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<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.... 714,000 $12.75 $9,103,500 $2,403
- ---------------------------------------------------------------------------------------------------------
</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 New York Stock Exchange on March 7,
2000.
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
PROSPECTUS
SUBJECT TO COMPLETION - MARCH 8, 2000
[714,000]* SHARES
VALUE CITY DEPARTMENT STORES, INC.
3241 WESTERVILLE ROAD
COLUMBUS, OHIO 43224
(614) 471-4722
COMMON STOCK
----------
This prospectus relates to the sale of [714,000] 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.
----------
Our common stock is listed on the New York Stock Exchange under the symbol "VCD"
on March __, 2000, the closing price per share of our common stock on the New
York Stock Exchange was $_____.
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 __, 2000.
* Subject to adjustment based on the actual number of shares issued to Filene's
Basement Corp.
<PAGE> 3
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 __, 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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<PAGE> 4
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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<PAGE> 5
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 __, 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. [458,051] [458,051] 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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<PAGE> 6
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.
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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<PAGE> 7
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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<PAGE> 8
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 covered by this registration
statement, other than underwriting discounts and commissions, if any. All
amounts shown are estimates, except the SEC registration fee:
<TABLE>
<S> <C>
SEC registration fee............................. $ 2,403
Legal fees and expenses.......................... $ 5,000*
Accounting fees and expenses..................... $10,000*
-------
Total................................... $17,403*
=======
</TABLE>
*Estimated
The Registrant will pay all of the expenses related to this registration
statement.
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> 9
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3(a) First Amended and Restated Articles of Incorporation
(previously filed as Exhibit 3.2 to Form S-1
Registration Statement (file no. 33-40214) filed April
29, 1991, and incorporated herein by reference.)
3(b) Code of Regulations (previously filed as Exhibit 3.3 to
Registration Statement on Form S-1 (file no. 33-40214)
filed April 29, 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).
23(b) * Consent of Deloitte & Touche LLP.
23(c) * Consent of PricewaterhouseCoopers LLP.
24 * Powers of Attorney.
</TABLE>
* 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;
II-2
<PAGE> 10
(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 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.
II-3
<PAGE> 11
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 March 8, 2000.
VALUE CITY DEPARTMENT STORES, INC.
By: /s/ Robert M. Wysinski
----------------------------------
Robert M. Wysinski, Senior Vice
President, Treasurer and Secretary
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 and Chief Executive Officer March 8, 2000
- ------------------------------------
Jay L. Schottenstein
Vice Chairman of the Board March 8, 2000
- ------------------------------------ of Directors
Saul Schottenstein
/s/ Robert M. Wysinski Senior Vice President, Treasurer, March 8, 2000
- ------------------------------------ Secretary and Director
Robert M. Wysinski (Principal Financial Officer)
*Richard L. Walters Controller, Assistant Treasurer, and March 8, 2000
- ------------------------------------ Assistant Secretary
Richard L. Walters (Principal Accounting Officer)
Director March 8, 2000
- ------------------------------------
Henry L. Aaron
*Martin P. Doolan Director March 8, 2000
- ------------------------------------
Martin P. Doolan
*Ari Deshe Director March 8, 2000
- ------------------------------------
Ari Deshe
*Jon P. Diamond Director March 8, 2000
- ------------------------------------
Jon P. Diamond
Director March 8, 2000
- ------------------------------------
Richard Gurian
*Dr. Norman Lamm Director March 8, 2000
- ------------------------------------
Dr. Norman Lamm
*David L. Nichols Director March 8, 2000
- ------------------------------------
David L. Nichols
Director March 8, 2000
- ------------------------------------
Geraldine Schottenstein
</TABLE>
II-4
<PAGE> 12
<TABLE>
<S> <C> <C>
*Robert L. Shook Director March 8, 2000
- ------------------------------------
Robert L. Shook
</TABLE>
*By: /s/ Robert M. Wysinski
--------------------------------------
Robert M. Wysinski, attorney-in-fact
for each of the persons indicated
II-5
<PAGE> 1
Exhibit 5
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, OH 43215
March 8, 2000
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 the sale of up to [714,000] 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, the Asset Purchase Agreement dated February
2, 2000, pursuant to which certain of the Shares will be issued, 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, and upon
issuance of certain of the Shares in accordance with the Asset Purchase
Agreement, 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 LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
<PAGE> 1
Exhibit 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
Registration Statement of Value City Department Stores, Inc. on Form
S-3 of our report dated March 23, 1999, appearing in the Transition
Report on Form 10-K405 of Value City Department Stores, Inc., for the
six months ended January 30, 1999, and for the years ended August 1,
1998, and August 2, 1997, and to the reference to us under the heading
"Experts" in the Prospectus which is part of this Registration
Statement.
March 8, 2000 /s/ Deloitte & Touche LLP
<PAGE> 1
Exhibit 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement on Form S-3 of our report dated October 28,
1996, on our audit of the consolidated financial statements of Value
City Department Stores, Inc., its partnerships, and its wholly owned
subsidiaries (the Company) for the year ended August 3, 1996, which
report is included in the Company's Transition Report on Form 10-K for
the transition period ended January 30, 1999. We also consent to the
reference to our firm under the caption "Experts".
March 8, 2000 /s/ PricewaterhouseCoopers LLP
<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 statements on one or more Form S-3 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, the sale by certain shareholders of the Company of up to 758,000 shares
of common stock, without par value, of the Company 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.
IN WITNESS WHEREOF, we have hereunto set our hands this 8th day of
March, 2000.
SIGNATURE TITLE
/s/ Jay L. Schottenstein Chairman of the Board of Directors;
- -------------------------------------- Chief Executive Officer
Jay L. Schottenstein
Vice Chairman of the Board of
- -------------------------------------- Directors
Saul Schottenstein
/s/ Robert M. Wysinski Senior Vice President , Secretary,
- -------------------------------------- Treasurer and Director
Robert M. Wysinski (Principal Financial Officer)
/s/ Richard L. Walters Controller, Assistant Treasurer, and
- -------------------------------------- Assistant Secretary
Richard L. Walters (Principal Accounting Officer)
Director
- --------------------------------------
Henry Aaron
/s/ Martin P. Doolan Director
- --------------------------------------
Martin P. Doolan
/s/ Ari Deshe Director
- --------------------------------------
Ari Deshe
/s/ Jon P. Diamond Director
- --------------------------------------
Jon P. Diamond
Director
- --------------------------------------
Richard Gurian
/s/ Dr. Norman Lamm Director
- --------------------------------------
Dr. Norman Lamm
/s/ David L. Nichols Director
- --------------------------------------
David L. Nichols
Director
- --------------------------------------
Geraldine Schottenstein
/s/ Robert L. Shook Director
- --------------------------------------
Robert L. Shook
