UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Retail Ventures, Inc.
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(Name of Issuer)
Common Stock, no par value per share
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(Title of Class of Securities)
76128Y 10 2
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(CUSIP Number)
March 17, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
SCHEDULE 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Barbara Green
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |X|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 5 SOLE VOTING POWER 0
SHARES
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH
REPORTING 6 SHARED VOTING POWER 2,430,000 (1)
PERSON
WITH:
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7 SOLE DISPOSITIVE POWER 0
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8 SHARED DISPOSITIVE POWER 2,430,000 (1)
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,430,000 (1)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions) |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% (1)
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12 TYPE OF REPORTING PERSON
IN
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(1) As of March 17, 2005 (0 as of the date of filing).
SCHEDULE 13G Page 3 of 6 Pages
ITEM 1(a). NAME OF ISSUER:
Retail Ventures, Inc.
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ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3241 Westerville Road
Columbus, OH 43224
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ITEM 2(A). NAME OF PERSON FILING:
Barbara Green
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ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
c/o Michael Sirkin
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
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ITEM 2(C). CITIZENSHIP:
United States of America
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ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, no par value per share
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ITEM 2(E). CUSIP NUMBER:
76128Y 10 2
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SCHEDULE 13G Page 4 of 6 Pages
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13D-1(B) OR SECTION
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act of 1940.
(e) [ ] An investment adviser in accordance with Section
240.13(d)-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940.
(j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
ITEM 4. OWNERSHIP.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 2,430,000 as of March 17, 2005 (0 as of the
date of filing)
(b) Percent of class: 6.7% as of March 17, 2005 (0 as of the date of filing)
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 2,430,000 as of March 17,
2005 (0 as of the date of filing)
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 2,430,000
as of March 17, 2005 (0 as of the date of filing)
SCHEDULE 13G Page 5 of 6 Pages
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following |X|
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Xtra Capital Corp. and John Rossler each have the right to receive a
portion of the proceeds from the sale of the securities referred to above.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
The filing person has filed this Schedule 13G on behalf of Xtra Capital
Corp., which is wholly-owned by the filing person.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
See Exhibit 1 filed with this Schedule 13G.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SCHEDULE 13G Page 6 of 6 Pages
SIGNATURE
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.
Date: April 8, 2005
By: /s/Barbara Green
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Barbara Green
SCHEDULE 13G
CUSIP NO. 76128y 10 2
EXHIBIT 1
NOTICE OF DISSOLUTION OF GROUP
The group referenced in the foregoing Schedule 13G was dissolved on April 8,
2005. All further filings with respect to transactions in the common stock of
Retail Ventures, Inc. will be filed, if required, by members of the group in
their individual capacities.