<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
Value City Department Stores, Inc.
-----------------------------------------------------------------------------
(Name of Issuer)
Common Shares, Without Par Value
-----------------------------------------------------------------------------
(Title of Class of Securities)
920387 10 7
-----------------------------------------------------------------------------
(Cusip Number)
Check the following if a fee is being paid with this statement [ ]. (A fee is
not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 7
<PAGE> 2
13G
<TABLE>
CUSIP NO. 920387 10 7
PAGE 2 OF 7 PAGES
<S> <C>
- -----------------------------------------------------------------------------------------------------------
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Schottenstein Stores Corporation |
| | 31-0828773 |
|-----|---------------------------------------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ x ] |
| | ---- |
| | (b) [ ] |
| | ---- |
|-----|---------------------------------------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|-----|---------------------------------------------------------------------------------------------------|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Delaware |
|-------------------------------|-------|-----------------------------------------------------------------|
| NUMBER OF | 5 | SOLE VOTING POWER |
| | | |
| SHARES | | 20,414,838 Shares |
| |-------|-----------------------------------------------------------------|
| BENEFICIALLY | 6 | SHARED VOTING POWER |
| | | |
| OWNED BY | | 1,671,945 Shares |
| |-------|-----------------------------------------------------------------|
| EACH | 7 | SOLE DISPOSITIVE POWER |
| | | |
| REPORTING | | 20,414,834 Shares |
| | | |
| PERSON |-------|-----------------------------------------------------------------|
| | 8 | SHARED DISPOSITIVE POWER |
| WITH | | |
| | | 1,671,945 Shares |
|-------------------------------|-------|-----------------------------------------------------------------|
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 22,086,779 |
|-----|---------------------------------------------------------------------------------------------------|
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN |
| | SHARES* |
| | Schottenstein Stores Corporation Expressly disclaims beneficial ownership of 395,445 |
| shares held by E1-An Foundation; 1,312,500 shares held by GB Stores and 124,000 shares subject|
| to stock options held by Jay Schottenstein. |
|-----|---------------------------------------------------------------------------------------------------|
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 68.71% |
|-----|---------------------------------------------------------------------------------------------------|
| 12 | TYPE OF REPORTING PERSON* |
| | |
| | CO |
- -----------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT|
<PAGE> 3
CUSIP No. 920387 10 7
SCHEDULE 13G
ITEM 1(a) NAME OF ISSUER: Value City Department Stores, Inc.
ITEM 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3241 Westerville Road, Columbus, Ohio 43224
ITEM 2(a) NAME OF PERSON(S) FILING:
(i) Schottenstein Stores Corporation
(ii) Jay L. Schottenstein
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE: 1800 Moler Road,
Columbus, Ohio 43207
ITEM 2(c) CITIZENSHIP:
(i) Schottenstein Stores Corporation is a Delaware
corporation.
(ii) Jay Schottenstein is a United States citizen.
ITEM 2(d) TITLE OF CLASS OF SECURITIES: Common Shares
ITEM 2(e) CUSIP NUMBER: 920387 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B),
OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS:
Not applicable.
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 22,093,397 shares
(b) Percent of Class: 68.74%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE:
(A) 124,000 shares are subject to
presently exercisable stock options
held by Mr. Schottenstein.
Schottenstein Stores Corporation
expressly disclaims beneficial
ownership of such 124,000 shares.
Page 4 of 7
<PAGE> 4
CUSIP No. 920387 10 7
(B) 6,618 shares are held by Mr.
Schottenstein in his 401(k) Plan.
(C) Schottenstein Stores Corporation has
sole power to vote 20,290,834
shares. Mr. Schottenstein is a
director and Chief Executive Officer
of Schottenstein Stores Corporation
and has sole power to vote and
dispose of shares of Schottenstein
Stores Corporation held by various
trusts.
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE:
(A) Mr. Schottenstein, as co-trustee of El-An
Foundation, shares the power to vote 359,445
shares. Mr. Schottenstein and Schottenstein
Stores Corporation expressly disclaim
beneficial ownership of all such shares.
(B) Mr. Schottenstein, as Chairman of the Board,
President, and a director of Glosser
Brothers Acquisition, Inc., General Partner
of GB Stores, shares the power to vote
1,312,500 shares owned by GB Stores, a
Pennsylvania limited partnership. Mr.
Schottenstein and Schottenstein Stores
Corporation expressly disclaim beneficial
ownership of all such shares.
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
(A) 124,000 shares are subject to presently
exercisable stock options held by Mr.
Schottenstein. Schottenstein Stores
Corporation expressly disclaims beneficial
ownership of such 124,000 shares.
(B) 6,618 shares are held by Mr. Schottenstein
in his 401(k) Plan.
(C) Schottenstein Stores Corporation has sole
power to dispose of 20,290,834 shares. Mr.
Schottenstein is a director and Chief
Executive Officer of Schottenstein Stores
Corporation and has sole power to vote and
dispose of shares of Schottenstein Stores
Corporation held by various trusts.
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF:
(A) Mr. Schottenstein, as co-trustee of El-An
Foundation, shares the power to dispose of
359,445 shares. Mr. Schottenstein and
Page 5 of 7
<PAGE> 5
CUSIP No. 920387 10 7
Schottenstein Stores Corporation expressly
disclaim beneficial ownership of all such
shares.
(B) Mr. Schottenstein as Chairman of the Board,
President, and a director of Glosser
Brothers Acquisition, Inc., General Partner
of GB Stores, shares the power to dispose of
1,312,500 shares owned by GB Stores, a
Pennsylvania limited partnership. Mr.
Schottenstein and Schottenstein Stores
expressly disclaim beneficial ownership of
all such shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
El-An Foundation has the right to receive dividends and the
proceeds from the sale of 359,445 shares. GB Stores has the
right to receive dividends and the proceeds from the sale of
1,312,500 shares. Neither El-An Foundation's shareholdings nor
GB Stores' shareholdings represent more than 5 percent of the
outstanding common shares of Value City Department Stores,
Inc.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Schottenstein Stores Corporation, an Ohio corporation, is
record and beneficial owner of 20,290,834 shares of the common
shares of Value City Department Stores, Inc. Jay L.
Schottenstein is the Chairman of the Board and Chief Executive
Officer of Schottenstein Stores Corporation and has sole
voting and investment power over 78.4% of the outstanding
shares of Schottenstein Stores Corporation pursuant to
irrevocable trusts for family members as to which Mr.
Schottenstein is trustee.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Page 6 of 7
<PAGE> 6
CUSIP No. 920387 10 7
ITEM 10. CERTIFICATION
Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
SCHOTTENSTEIN STORES CORPORATION
Date: February 4, 1998 By: /s/ Thomas R. Ketteler
----------------------------
Thomas R. Ketteler, Vice President
Date: February 4, 1998 /s/ Jay L. Schottenstein
---------------------------
Jay L. Schottenstein
Page 7 of 7
