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FILED PURSUANT TO 424(b)(1)
REGISTRATION NO. 333-61496
PROSPECTUS
JUNE 8, 2001
187,000 SHARES
VALUE CITY DEPARTMENT STORES, INC.
3241 WESTERVILLE ROAD
COLUMBUS, OHIO 43224
(614) 471-4722
COMMON STOCK
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This prospectus relates to the sale of 187,000 shares of our common stock
owned by one of our shareholders which we are registering on its behalf. This
shareholder or its transferees may sell the shares through agents,
broker-dealers or underwriters, and on terms determined at the time of sale. To
the extent required, we will provide you with a supplement to this prospectus
with specific information regarding:
o the shares to be sold;
o the public offering price; and
o the names of any agent, broker-dealer, or underwriter through which these
shares are sold, and any applicable commission or discount.
The shareholder selling shares under this registration statement reserves
the sole right to accept or reject, in whole or in part, any proposed sale of
the shares.
We will not receive any proceeds from the sale of shares under this
registration statement. All proceeds will go directly to the selling
shareholder.
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Our common stock is listed on the New York Stock Exchange under the symbol
"VCD." On June 7, 2001, the closing price per share of our common stock on the
New York Stock Exchange was $10.04.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is June 8, 2001.
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TABLE OF CONTENTS
Available Information.................................. 3
Information Incorporated by Reference.................. 3
The Company............................................ 4
Use of Proceeds........................................ 4
Selling Shareholder.................................... 4
Plan of Distribution................................... 4
Experts................................................ 5
Legal Opinion.......................................... 5
Unless otherwise specified, the information in this prospectus is set forth
as of June 8, 2001, and we anticipate that changes will occur in our affairs
after such date. We have not authorized any person to give any information or to
make any representations, other than as contained in this prospectus, in
connection with the offer contained in this prospectus. If any person gives you
any information or makes representations in connection with this offer, do not
rely on it as information that we have authorized. This prospectus is not an
offer to sell our common stock in any state or other jurisdiction to any person
to whom it is unlawful to make such an offer.
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AVAILABLE INFORMATION
We must comply with the informational requirements of the Securities
Exchange Act of 1934 and its rules and regulations. Under the Exchange Act, we
must file reports, proxy statements, and other information with the Securities
and Exchange Commission. Copies of these reports, proxy statements, and other
information can be inspected and copied at:
Public Reference Room
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
or at the public reference facilities of the regional offices of the Commission
at:
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
or at:
7 World Trade Center
Suite 1300
New York, New York 10048-1102
You may obtain information on the operation of the Public Conference Room
by calling the Commission at 1-800-SEC-0330. You may also obtain copies of our
materials by mail at prescribed rates from:
Public Reference Section
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0004
Finally, you may obtain these materials electronically by accessing the
Commission's home page on the Internet at:
http://www.sec.gov
Our common stock is listed on the New York Stock Exchange. Therefore,
reports and other information concerning us should be available for inspection
and copying at:
The New York Stock Exchange
20 Broad Street - 17th Floor
New York, New York 10005
Under the Securities Act of 1933, we have filed with the Commission a
registration statement on Form S-3 regarding the shares offered by this
prospectus. This prospectus does not contain all of the information contained in
the Form S-3 registration statement, some portions of which we have omitted
pursuant to Commission's rules and regulations.
We will promptly provide you, without charge, a copy of any and all of the
information that we have incorporated by reference in this prospectus upon your
written or oral request to:
Value City Department Stores, Inc.
Attention: James A. McGrady
3241 Westerville Road
Columbus, Ohio 43224
(614) 478-2300
Statements contained in this prospectus, or in any document which we
incorporate by reference in this prospectus, that deal with the terms of any
contract or other document are not necessarily complete. In each such instance
we refer you to the copy of such contract or other document filed as an exhibit
to the registration statement or other document. You may inspect and copy the
registration statement and attached exhibits at:
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
You may also access these materials electronically by means of the
Commission's home page on the Internet at http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to other documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with
the Commission automatically will update and supersede this information.
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We incorporate by reference into this prospectus the following documents
and information filed with the Commission:
o Annual Report on Form 10-K for the fiscal year ended February 3, 2001,
filed May 4, 2001, as amended on June 4, 2001; and
o Current Report on Form 8-K dated January 4, 2001.
In addition, we incorporate by reference the description of our common
stock contained in our Form 8-A, filed with the Commission on April 29, 1991,
under Section 12 of the Exchange Act, as updated in any amendment or report
filed for such purpose.
Finally, we incorporate by reference any future filings that we make with
the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act
after the date of this prospectus and before the filing of a post-effective
amendment (which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold). Such documents are a part of
this prospectus from the date of its filing.
THE COMPANY
We currently operate a chain of 119 department stores located in Ohio,
Pennsylvania and 13 other midwestern, eastern, and southern states, principally
under the name "Value City," as well as 82 DSW shoe stores located throughout
the United States. For over 80 years, our strategy has been to provide
exceptional value by offering a broad selection of brand name merchandise at
prices substantially below conventional retail prices.
The department stores carry men's, women's and children's apparel,
housewares, giftware, home furnishings, toys, sporting goods, jewelry, shoes and
health and beauty care, with apparel comprising over 60% of total sales. The
Value City stores average 87,000 square feet, which allow them to offer over
100,000 different items of merchandise similar to the items found in traditional
department, specialty and discount stores.
Our DSW stores offer a similar concept of off-price, brand name shoes.
These stores average 25,000 square feet with up to 45,000 pairs of women's and
men's designer brand shoes and athletic footwear per store.
Our Filene's Basement stores average 27,000 square feet and specialize in
high-end brand name merchandise of men's and women's apparel, accessories and
home goods.
Our pricing strategy is supported by our ability to purchase large
quantities of goods in a variety of special buying opportunities. For many
years, we have also had a reputation in the marketplace as a leading purchaser
of buy-outs and manufacturers' closeouts.
USE OF PROCEEDS
The proceeds from the sale of the shares offered by this prospectus are
solely for the shareholder who currently owns and is selling the shares. We will
not receive any of the proceeds from the sale of these shares.
SELLING SHAREHOLDER
The following table contains information regarding the beneficial ownership
of the selling shareholder as of June 8, 2001.
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Shares owned Shares Shares
before the being owned after
offering offered the offering
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El An Foundation 187,000 187,000 0
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El An Foundation, a private charitable foundation, will acquire its shares
of our common stock from Schottenstein Stores Corporation as a charitable
contribution on the effective date of this registration statement. This
registration covers the sales of our shares by El An Foundation and/or its
transferees.
Jay Schottenstein, our Chairman, and Saul Schottenstein, our Vice Chairman,
and members of their families are the trustees and officers of El An Foundation.
After El An Foundation sells the shares of common stock covered by this
prospectus, it will not own any shares of our common stock.
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PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling shareholder or by its pledgees, donees, transferees, and
other successors in interest. The selling shareholder will act independently of
us in making decisions with respect to the timing, manner, and size of each
sale. To our knowledge, the selling shareholder has not entered into any
agreement, arrangement, or understanding with any particular broker or market
maker that will participate in the offering.
The selling shareholder may sell shares in any of the following
transactions:
o through broker-dealers;
o through agents; or
o directly to one or more purchasers.
From time to time, the selling shareholder may sell its shares in one or
more transactions in the over-the-counter market, on the New York Stock
Exchange, or in privately negotiated transactions at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, or at
negotiated prices. In addition, any shares covered by this prospectus which
qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144
rather than under this prospectus.
Regarding the distribution of the shares or otherwise, the selling
shareholder may do the following:
o Enter into hedging transactions with broker-dealers. In connection with
such transactions, broker-dealers may engage in short sales of the shares
registered under this prospectus in the course of hedging the positions
they assume with the selling shareholder.
o Sell shares short and redeliver the shares to close out such short
positions.
o Enter into option or other transactions with broker-dealers which require
the selling shareholder to deliver the shares registered by this
registration statement to the broker-dealer, so that the broker-dealer may
resell or otherwise transfer the shares under this prospectus.
o Loan or pledge the shares registered under this registration statement to a
broker-dealer, who in turn may: (1) sell the shares so loaned; or (2) upon
a default, sell the shares so pledged, under this prospectus.
When the selling shareholder offer its shares, to the extent required, we
will provide you with a prospectus supplement detailing:
o the aggregate number of shares being offered;
o the terms of the offering, including the name or names of any underwriters,
broker-dealers, or agents;
o any commissions, discounts, or concessions and other items constituting
compensation from the selling shareholder; and
o any commissions, discounts, or concessions allowed or repaid to
broker-dealers.
EXPERTS
The financial statements as of February 3, 2001, January 29, 2000, January
30, 1999, August 1, 1998, and August 2, 1997, and for the Transition Period from
August 2, 1998, through January 30, 1999, and the year ended August 1, 1998, and
the related financial statement schedules incorporated in this prospectus and
registration statement by reference from the Company's Annual Report on Form
10-K for the fiscal year ended February 3, 2001, and from the Company's
Transitional Report on Form 10-K for the fiscal year ended January 29, 2000,
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
LEGAL OPINION
Porter, Wright, Morris & Arthur LLP (Columbus, Ohio) has passed upon the
validity of the shares of common stock offered by this prospectus.
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