UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
RETAIL VENTURES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
76128Y 10 2
(CUSIP Number)
Irwin A. Bain, Esq.
Schottenstein Stores Corporation
1800 Moler Road
Columbus, Ohio 43207
614-449-4332
With a copy to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, OH 43215
614-227-1953
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 26, 2003
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]
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CUSIP No. 76128Y 10 2
1. Names of Reporting Person: Schottenstein Stores Corporation
S.S. or I.R.S. Identification No. of Above Individual (optional): N/A
2. Check the Appropriate Box if a Member of a Group:
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds: OO
5. Check Box if Disclosure of legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
[ ]
6. Citizenship or Place of Organization: United States
Number of Shares Beneficially Owned by Each Reporting Person With:
7. Sole Voting Power: 28,928,852
8. Shared Voting Power: 0
9. Sole Dispositive Power: 28,928,852
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
28,928,852
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
[ ]
13. Percent of Class Represented by Amount in Row (11): 66.7%
14. Type of Reporting Person: CO
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CUSIP No. 76128Y 10 2
ITEM 1. Security and Issuer
This Schedule 13D relates to the common stock, no par value (the
"Shares"), of Value City Department Stores, Inc., an Ohio corporation (the
"Company"), whose principal executive offices are located at 3241 Westerville
Road, Columbus, Ohio 43224. On October 8, 2003, the Company consummated a
reorganization transaction pursuant to which each issued and outstanding share
of common stock of the Company was converted into and exchanged for common stock
of Retail Ventures, Inc. ("RVI") on a share-for-share basis. The reorganization
constitutes a "succession" for purposes of Rule 12g-3(a) under the Securities
Exchange Act of 1934, as amended, and RVI is a "successor issuer" within the
meaning of Rule 414 under the Securities Act of 1933, as amended.
ITEM 2. Identity and Background
The corporation filing this statement is Schottenstein Stores
Corporation, a Delaware corporation. The principal business of Schottenstein
Stores Corporation is the holding of retail interests. Schottenstein Stores
Corporation's principal business and offices are located at 1800 Moler Road,
Columbus, Ohio 43207.
During the last five years, Schottenstein Stores Corporation has not
been convicted in a criminal proceeding. During the last five years
Schottenstein Stores Corporation was not a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activity subject to, federal or state securities laws or finding
any violations with respect to such laws.
ITEM 3. Source and Amount of Funds or Other Consideration
On September 26, 2003, Glosser Brothers Acquisition, Inc., a Delaware
Corporation, acting in its capacity as the sole general partner of GB Real
Estate Partnership, a Pennsylvania partnership ("GB"), with the consent of
Schottenstein Stores Corporation, the sole limited partner of GB, distributed
1,260,000 shares of common stock of the Company, in accordance with the
provisions of the limited partnership agreement of GB, to Schottenstein Stores
Corporation.
ITEM 4. Purpose of Transaction
Schottenstein Stores Corporation acquired the securities referred to in
this filing for investment purposes. Schottenstein Stores Corporation has no
present plans or intentions which relate to or would result in any of the
transactions required to be described in Item 4 of Schedule 13D.
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CUSIP No. 76128Y 10 2
ITEM 5. Interest in Securities of the Issuer
(a) Schottenstein Stores Corporation owns 28,928,852 shares of the
Company's common stock, representing 66.7% of the outstanding
shares. This includes 8,333,333 shares of Common Stock
issuable upon the conversion of amounts under the Loan
Agreement in the principal amount of $37,500,000 within 60
days of September 26, 2003, and 1,388,753 shares of common
stock issuable upon the exercise of warrants exercisable
within 60 days of September 26, 2003.
(b) Schottenstein Stores Corporation has sole power to vote and
dispose of 28,928,852 shares. There is no shared power to
vote, dispose, or direct the voting or disposition of shares.
Jay L. Schottenstein is a director and Chief Executive Officer
of Schottenstein Stores Corporation and has power to vote and
dispose of shares of Schottenstein Stores Corporation held by
various trusts.
(c) During the sixty days prior to September 26, 2003, the only
transactions in shares, or securities convertible into,
exercisable for or exchangeable for shares, by Schottenstein
Stores Corporation or any person or entity controlled by it or
any person or entity for which it possesses voting or
investment control over the securities thereof, were the
September 26, 2003, transactions described in this Schedule
13D.
(d) N/A.
(e) N/A.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
On June 11, 2002, Schottenstein Stores Corporation and Cerberus
Partners, L.P., a Delaware limited partnership ("Cerberus"), entered into an
Amended and Restated Senior Convertible Loan Agreement ("Loan Agreement") in the
Principal Amount of $75,000,000. In connection with the Loan Agreement,
Schottenstein Stores Corporation entered into Amendment No. 1 to the Amended and
Restated Senior Convertible Loan Agreement and an Amended and Restated
Registration Rights Agreement pursuant to which (i) Schottenstein Stores
Corporation, Cerberus, the Company, and certain other parties amended the Loan
Agreement to, among other things, modify the terms of the Loan Agreement,
reflect the purchase and assumption by Cerberus of 50% of Schottenstein Stores
Corporation's interest in the Loan Agreement and to set forth certain other
agreements by an among the Company, Schottenstein Stores Corporation and
Cerberus with respect thereto, including (a) the obligation of Schottenstein
Stores Corporation to vote all shares held by it, and take such other action as
may be necessary, so that persons designated by Cerberus are elected to the
board of directors of the Company, when Cerberus makes such designations in
connection with its right to designate two directors of the Company upon the
conversion by Cerberus of the Loan Agreement debt into shares, (b) in the event
that
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CUSIP No. 76128Y 10 2
Cerberus converts all or any portion of the Loan Agreement into shares, the
right of Cerberus to require Schottenstein Stores Corporation to convert up to
an equivalent amount of the Loan Agreement into shares, (c) certain limitations
on the ability of the Company to enter into certain types of transactions or
agreements with Schottenstein Stores Corporation without the prior written
consent of Cerberus, unless Schottenstein Stores Corporation elects to purchase
from Cerberus certain designated securities of the Company then held by
Cerberus, (d) the right of Cerberus to have certain proposed transactions
between the Company and Schottenstein Stores Corporation reviewed by a
designated fairness committee, and (e) limitations on the ability of the Company
to enter into certain transactions with Cerberus without the prior written
consent of Schottenstein Stores Corporation; in each case as more particularly
set forth and described in the Amendment No. 1 to the Amended and Restated
Senior Convertible Loan Agreement incorporated by reference as Exhibit 2 hereto,
and (iii) the Company, Schottenstein Stores Corporation, and Cerberus agreed to
the terms pursuant to which the Company shall register the shares of the Company
issuable upon conversion of the Loan Agreement and the exercise of the warrant
issued pursuant to the Financing Agreement for resale by the filing of a
registration statement with the Securities and Exchange Commission pursuant to
the Securities act of 1933, as amended, as well as perform various other
obligations and agreements related to such registration, as more particularly
set forth and described in the Amended and Restated Registration Rights
Agreement incorporated by reference as Exhibit 4 hereto. The Loan Agreement is
incorporated by reference as Exhibit 5 hereto.
In connection with an additional extension of credit to the Company,
Schottenstein Stores Corporation and Cerberus entered into a Financing Agreement
and agreed to a form of warrant pursuant to which (i) Schottenstein Stores
Corporation and Cerberus made available to the Company two term loans, each in
the aggregate principal amount of $50,000,000, as more particularly set forth
and described in the Financing Agreement incorporated by reference as Exhibit 6
hereto, and (ii) Cerberus, the Company and Schottenstein Stores Corporation
agreed to the form of warrant to purchase shares that will be issued to each of
Schottenstein Stores Corporation and Cerberus in connection with the extension
of credit described in clause (i) above, as more particularly set forth and
described in the Form of Warrant incorporated herein by reference as Exhibit 7
hereto.
The descriptions of the transactions and agreements set forth in this
schedule 13D are qualified in their entirety by reference to the complete
agreements governing such matters, each of which are incorporated by reference
or attached to this Schedule 13D as exhibits pursuant to Item 7.
Except as described herein, no contracts, arrangements, understandings
or similar relationships exist with respect to the securities of the Company
between Schottenstein Stores Corporation and any person or entity.
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CUSIP No. 76128Y 10 2
ITEM 7. Material to Be Filed as Exhibits
The following exhibits are filed with this schedule:
1. Amendment No. 2 to the Amended and Restated Senior Convertible Loan
Agreement, dated as of October 7, 2003, by and among the Company, certain
subsidiaries of the Company, the lenders from time to time party thereto, and
Schottenstein Stores Corporation, incorporated by reference to Exhibit 10(c) to
the Company's Current Report on Form 8-K filed by the Company on October 8,
2003.
2. Amendment No. 1 to the Amended and Restated Senior Convertible Loan
Agreement, dated as of June 11, 2002 by and among the Company, certain
subsidiaries of the Company, the lenders from time to time party thereto, and
Schottenstein Stores Corporation, incorporated by reference to Exhibit 10.3.1 to
the Company's Quarterly Report on Form 10-Q for the period ended May 4, 2002
filed by the Company on June 18, 2002.
3. First Amendment to Financing Agreement, dated as of October 7, 2003, by and
among the Company, certain subsidiaries of the Company, Schottenstein Stores
Corporation and the lenders from time to time party thereto, incorporated by
reference to Exhibit 10(b) to the Company's Current Report on Form 8-K filed by
the Company on October 8, 2003.
4. Amended and Restated Registration Rights Agreement, dated as of June 11,
2002, by and among the Company, Schottenstein Stores Corporation, and Cerberus,
incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the period ended May 4, 2002 filed by the Company on June 18,
2002.
5. Amended and Restated Senior Convertible Loan Agreement, dated as of June 11,
2002, by and among the Company, certain subsidiaries of the Company, the lenders
from time to time party thereto, and Schottenstein Stores Corporation,
incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on
form 10-Q for the period ended May 4, 2002 filed by the Company on June 18,
2002.
6. Financing Agreement, dated as of June 11, 2002, by and among the Company,
certain subsidiaries of the Company, Schottenstein Stores Corporation and the
lenders from time to time party thereto, incorporated by reference to Exhibit
10.2 to the Company's Quarterly Report on Form 10-Q for the period ended May 4,
2002 filed by the Company on June 18, 2002.
7. Form of Warrant, incorporated by reference to Exhibit 10.5 to the Company's
Quarterly Report on Form 10-Q for the period ended May 4, 2002 filed by the
Company on June 18, 2002.
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CUSIP No. 76128Y 10 2
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.
SCHOTTENSTEIN STORES CORPORATION
DATED: October 15, 2003 By: /s/ Thomas R. Ketteler
-------------------------------
Thomas R. Ketteler, Chief Operating
Officer and Chief Financial Officer