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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 4, 2001
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VALUE CITY DEPARTMENT STORES, INC.
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(Exact name of registrant as specified in its charter)
Ohio 1-10767 31-1322832
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
3241 Westerville Road
Columbus, Ohio 43224
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(Address of principal executive offices) (Zip Code)
(614) 471-4722
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(Registrant's telephone number,
including area code)
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ITEM 5. OTHER ITEMS
On December 11, 2000, Value City Department Stores, Inc. amended and restated
its $300 million bank credit facility with its existing lenders. The facility,
which expires on March 15, 2003, provides for revolving and overnight loans and
letters of credit. Outstanding advances are secured by a lien on assets and are
subject to a monthly borrowing base of eligible inventories and receivables, as
defined. The new agreement has certain restrictive covenants and financial ratio
tests.
On December 11, 2000 The Company has also completed a $50 million subordinated
secured credit facility with Schottenstein Stores Corporation ("SSC") to
supplement operating cash requirements. Outstanding advances under the agreement
are subordinated to the bank credit facility and are subject to a junior lien on
assets securing the bank credit facility.
Additionally, on December 11, 2000, the $75 million Senior Subordinated
Convertible Loan Agreement, dated as of March 15, 2000, was purchased by SSC
under the same continuing terms.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit No. Description
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10.1 Amended and Restated Credit Agreement dated as of March
15, 2000 Among Value City Department Stores, Inc. as
Borrower and the Lending Institutions named therein as
Lenders
10.1.1 Amendment No. 1 dated as of May 9, 2000, to Amended and
Restated Credit Agreement dated as of March 15, 2000
10.1.2 Amendment No. 2 and Waiver dated as of December 11,
2000, to Amended and Restated Credit Agreement dated as
of March 15, 2000
10.2 Subordinated Credit Agreement dated as of December 11,
2000, by and between Value City Department Stores, Inc.
as Borrower and Schottenstein Stores Corporation as
Lender
10.3 Senior Subordinated Convertible Loan Agreement, dated as
of March 15, 2000 (the "Agreement"), between Value City
Department Stores, Inc., an Ohio corporation (the
"Borrower"), and Prudential Securities Credit Corp.,
LLC, as the initial Lender and as Administrative Agent.
10.3.1 Letter agreement ("Term Sheet") providing the terms and
conditions with respect to the request for amendment of
subordinated debt terms and for waiver of defaults for
the bridge loan facility that Schottenstein Stores
Corporation purchased from Prudential Securities Credit
Corp., LLC
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 4, 2001
VALUE CITY DEPARTMENT STORES, INC.
By: /s/ James A. McGrady
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James A. McGrady, Chief
Financial Officer and
Treasurer
INDEX TO EXHIBITS
Exhibit No. Description
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10.1 Amended and Restated Credit Agreement dated as of
March 15, 2000 Among Value City Department Stores,
Inc. as Borrower and the Lending Institutions named
therein as Lenders
10.1.1 Amendment No. 1 dated as of May 9, 2000, to Amended
and Restated Credit Agreement dated as of March 15,
2000
10.1.2 Amendment No. 2 and Waiver dated as of December 11,
2000, to Amended and Restated Credit Agreement dated
as of March 15, 2000
10.2 Subordinated Credit Agreement dated as of December 11,
2000, by and between Value City Department Stores,
Inc. as Borrower and Schottenstein Stores Corporation
as Lender
10.3 Senior Subordinated Convertible Loan Agreement, dated
as of March 15, 2000 (the "Agreement"), between Value
City Department Stores, Inc., an Ohio corporation (the
"Borrower"), and Prudential Securities Credit Corp.,
LLC, as the initial Lender and as Administrative
Agent.
10.3.1 Letter agreement ("Term Sheet") providing the terms
and conditions with respect to the request for
amendment of subordinated debt terms and for waiver of
defaults for the bridge loan facility that
Schottenstein Stores Corporation purchased from
Prudential Securities Credit Corp., LLC
