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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 29, 2001
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VALUE CITY DEPARTMENT STORES, INC.
(Exact name of registrant as specified in its charter)
Ohio 1-10767 31-1322832
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
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 July 10, 2001, Value City Department Stores, Inc. issued a press release
announcing that it has received a proposal from Schottenstein Stores Corporation
("SSC") to acquire all of the outstanding stock or assets of Shonac Corporation,
DSW Shoe Warehouse, Inc. and Filene's Basement, Inc. for an aggregate purchase
price of $275 million, comprised of $200 million in cash and the assumption of
approximately $75 million in debt owed to SSC. SSC owns approximately 54% of the
outstanding shares of the Company.
The Board of Directors of the Company has set up a Special Committee of
independent directors to consider the SSC proposal. The Special Committee has
retained Banc of America Securities LLC to determine if the consideration to be
received pursuant to a transaction is fair from a financial point of view to the
Company.
The SSC proposal is subject to completion of satisfactory due diligence,
obtaining acceptable financing, approval of the Special Committee of the
Company's Board, regulatory approvals, the execution of a definitive agreement
and other conditions. In addition, the offer contemplates a 60 day "shopping"
period, during which time the Company, in conjunction with Banc of America
Securities LLC, will solicit superior bids from third parties for any or all the
assets that are subject to the offer. If the transaction with SSC or an
alternative transaction with a third party is consummated, the Company expects
to utilize the net proceeds to pay down its existing bank credit facility.
The press release and offer letter are included as an exhibit to this Form 8-K
and are incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS
Exhibit No. Description
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99.1 Press Release, dated July 10, 2001, entitled "Value
City Department Stores Receives $275 Million Offer
for Shonac, DSW Shoe Warehouse and Filene's Basement"
99.2 Letter to Special Committee of the Board of Directors
regarding proposal to acquire certain subsidiaries
of Value City Department Stores, Inc.
99.3 Letter to Special Committee of the Board of Directors
regarding extension until July 23, 2001, while
committee evaluates the proposal
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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: July 11, 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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99.1 Press Release, dated July 10, 2001, entitled "Value City
Department Stores Receives $275 Million Offer for Shonac,
DSW Shoe Warehouse and Filene's Basement"
99.2 Letter to Special Committee of the Board of Directors regarding
proposal to acquire certain subsidiaries of Value City
Department Stores, Inc.
99.3 Letter to Special Committee of the Board of Directors
regarding extension until July 23, 2001, while committee
evaluates the proposal
FORM 8K Page 3