SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: OCTOBER 8, 2003
VALUE CITY DEPARTMENT STORES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 001-10767 31-1322832
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
3241 Westerville Road
Columbus, Ohio 43224
(614) 478-2300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS
Effective October 8, 2003, Value City Department Stores, Inc. (the
"Company") reorganized its corporate structure into a "holding company"
structure, consisting of a holding company conducting all of the business
previously conducted by the Company through the Company and other wholly-owned
direct and indirect operating subsidiaries. The name of the new holding company
is "Retail Ventures, Inc." and as with the Company, it is an Ohio corporation.
As described below, in connection with the reorganization, holders of common
stock of the Company became holders of an identical number of shares of common
stock of Retail Ventures, Inc. ("RVI"), and the Company became a wholly-owned
direct subsidiary of RVI.
In the merger, the Company merged with Value City Merger Sub, Inc., a
newly-formed, wholly-owned direct subsidiary of RVI (the "Merger"), with the
Company as the surviving corporation of the Merger. In the Merger, each
outstanding share of common stock of the Company and each share of common stock
of the Company held in treasury was automatically converted into one share of
common stock of RVI. Each share of Value City Merger Sub, Inc. common stock was
converted into a share of Company common stock. Additionally, each outstanding
option to purchase shares of the Company's common stock was automatically
converted into an option to purchase, upon the same terms and conditions, an
identical number of shares of RVI common stock, and the stock options were
assumed by and continued as stock options of RVI. In addition, RVI assumed
sponsorship of all employee benefits pursuant to the terms of the Merger. The
Company will continue to operate as a wholly-owned subsidiary of RVI under the
name "Value City Department Stores, Inc."
As a result of the reorganization, all the business and operations
previously conducted by the Company and its subsidiaries are now conducted by
RVI and its subsidiaries, and the assets and liabilities of RVI and its
subsidiaries on a consolidated basis are the same as the assets and liabilities
of the Company and its subsidiaries immediately before the reorganization. The
capital stock of RVI has the same designations, rights, and preferences as the
capital stock of the Company prior to the reorganization. In addition, the
persons who were directors and executive officers of the Company prior to the
reorganization are directors and executive officers of RVI after the
reorganization. The common stock of RVI is listed for trading on the New York
Stock Exchange under the symbol "RVI." Shareholders of the Company do not
recognize gain or loss for U.S. federal income tax purposes as a result of the
reorganization.
Certificates formerly representing shares of common stock of the
Company are deemed to represent shares of common stock of RVI. The Company's
transfer agent will deliver to each former shareholder of the Company a
transmittal letter that must be returned to the transfer agent, along with the
original stock certificate of the Company, in order to receive a new certificate
for RVI common stock representing the identical number of shares of common stock
of the Company previously owned by the shareholder.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
2 * Agreement and Plan of Merger among Value City Department Stores, Inc.,
Retail Ventures, Inc. and Value City Merger Sub, Inc., effective as of
October 8, 2003.
3(a) * Amended and Restated Articles of Incorporation of Retail Ventures, Inc.
3(b) * Amended and Restated Code of Regulations of Retail Ventures, Inc.
3(c) * Form of Specimen stock certificate.
4 * Articles FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH AND
ELEVENTH of the Registrant's Articles of Incorporation (contained in
Exhibit 3(a) hereto) and Articles I, II, V, and VII of the Registrant's
Amended and Restated Regulations (contained in Exhibit 3(b) hereto).
10(a) * First Amendment to Loan and Security Agreement, dated as of October 7,
2003, between Value City Department Stores, Inc., as Agent for the
Borrowers, and National City Commercial Finance, Inc., as
Administrative Agent for the ratable benefit of the Revolving Credit
Lenders.
10(b) * First Amendment to the Financing Agreement, dated as of October 7,
2003, by and among Value City Department Stores, Inc., Shonac
Corporation, DSW Shoe Warehouse, Inc., Gramex Retail Stores, Inc.,
Filene's Basement, Inc., GB Retailers, Inc., Value City Limited
Partnership, Value City of Michigan, Inc., J.S. Overland Delivery,
Inc., Value City Department Stores Services, Inc., Westerville Road GP,
Inc. and Westerville Road LP, Inc., Retail Ventures, Inc., Retail
Ventures Jewelry, Inc., Retail Ventures Services, Inc., and Retail
Ventures Imports, Inc. (formerly known as VC Acquisition, Inc.) and
Cerberus Partners, L.P., as agent for the Lenders.
10(c) * Amendment No. 2 to Amended and Restated Senior Convertible Loan
Agreement dated as of October 7, 2003, by and among Value City
Department Stores, Inc., Shonac Corporation, DSW Shoe Warehouse, Inc.,
Gramex Retail Stores, Inc., Filene's Basement, Inc., GB Retailers,
Inc., Value City Limited Partnership, Value City of Michigan, Inc.,
J.S. Overland Delivery, Inc., Value City Department Stores Services,
Inc., Westerville Road GP, Inc. and Westerville Road LP, Inc., Retail
Ventures, Inc., Retail Ventures Jewelry, Inc., Retail Ventures
Services, Inc., and Retail Ventures Imports, Inc. (formerly known as VC
Acquisition, Inc.) and Cerberus Partners, L.P., as agent for the
Lenders.
21 * Subsidiaries of Retail Ventures, Inc.
99(a) * Press Release, dated October 7, 2003, issued by Retail Ventures, Inc.
announcing the completion of the reorganization.
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99(b) * Letter to Shareholders dated October 8, 2003 describing the
reorganization.
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*Filed with this report
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.
VALUE CITY DEPARTMENT STORES, INC.
Date: October 7, 2003 By: /s/ James A. McGrady
_____________________________________
James A. McGrady, Executive Vice
President, Chief Financial Officer,
Treasurer and Secretary
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EXHIBIT INDEX
Exhibit No. Description
2 * Agreement and Plan of Merger among Value City Department Stores,
Inc., Retail Ventures, Inc. and Value City Merger Sub, Inc.,
effective as of October 8, 2003.
3(a) * Amended and Restated Articles of Incorporation of Retail Ventures,
Inc.
3(b) * Amended and Restated Code of Regulations of Retail Ventures, Inc.
3(c) * Form of Specimen stock certificate.
4 * Articles FOURTH, FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, TENTH AND
ELEVENTH of the Registrant's Amended and Restated Articles of
Incorporation (contained in Exhibit 3(a) hereto) and Articles I,
II, V, and VII of the Registrant's Amended and Restated Code of
Regulations (contained in Exhibit 3(b) hereto).
10(a)* First Amendment to Loan and Security Agreement, dated as of
October 7, 2003, between Value City Department Stores, Inc., as
Agent for the Borrowers, and National City Commercial Finance,
Inc., as Administrative Agent for the ratable benefit of the
Revolving Credit Lenders.
10(b)* First Amendment to the Financing Agreement, dated as of October 7,
2003, by and among Value City Department Stores, Inc., Shonac
Corporation, DSW Shoe Warehouse, Inc., Gramex Retail Stores, Inc.,
Filene's Basement, Inc., GB Retailers, Inc., Value City Limited
Partnership, Value City of Michigan, Inc., J.S. Overland Delivery,
Inc., Value City Department Stores Services, Inc., Westerville
Road GP, Inc. and Westerville Road LP, Inc., Retail Ventures,
Inc., Retail Ventures Jewelry, Inc., Retail Ventures Services,
Inc., and Retail Ventures Imports, Inc. (formerly known as VC
Acquisition, Inc.) and Cerberus Partners, L.P., as agent for the
Lenders.
10(c)* Amendment No. 2 to Amended and Restated Senior Convertible Loan
Agreement dated as of October 7, 2003, by and among Value City
Department Stores, Inc., Shonac Corporation, DSW Shoe Warehouse,
Inc., Gramex Retail Stores, Inc., Filene's Basement, Inc., GB
Retailers, Inc., Value City Limited Partnership, Value City of
Michigan, Inc., J.S. Overland Delivery, Inc., Value City
Department Stores Services, Inc., Westerville Road GP, Inc. and
Westerville Road LP, Inc., Retail Ventures, Inc., Retail Ventures
Jewelry, Inc., Retail Ventures Services, Inc., and Retail Ventures
Imports, Inc. (formerly known as VC Acquisition, Inc.) and
Cerberus Partners, L.P., as agent for the Lenders.
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21 * Subsidiaries of Retail Ventures, Inc.
99(a)* Press Release, dated October 7, 2003, issued by Retail Ventures,
Inc. announcing the completion of the reorganization.
99(b)* Letter to Shareholders dated October 8, 2003 describing the
reorganization.
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* Filed with this report.
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