SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
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[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Retail Ventures, Inc.
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(Name of Registrant as Specified In Its Charter)
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RETAIL VENTURES, INC.
3241 Westerville Road
Columbus, Ohio 43224
(614) 478-2208
May 18, 2004
Dear Shareholders:
A proxy statement, dated May 10, 2004 (the "Proxy Statement"), was
mailed to you recently in connection with the Annual Meeting of Shareholders of
Retail Ventures, Inc. to be held on June 9, 2004 (the "Annual Meeting"). The
following is a supplement to the Proxy Statement which should be read in
conjunction with the Proxy Statement.
You may vote or change your vote as described on page 1 of the Proxy
Statement. You may obtain a new proxy card free of charge by contacting us at
the telephone number noted above. If you intend to request and submit a new
proxy card, please do so as soon as possible to ensure that your vote is
received in time to be counted at the Annual Meeting.
Sincerely,
James A. McGrady
Executive Vice President and Chief Financial Officer
SUPPLEMENT TO PROXY STATEMENT DATED MAY 10, 2004
The Proxy Statement includes a table under the caption "Security
Ownership of Certain Beneficial Owners" that contains incorrect information
under the column entitled the "Percent of class." The correct percentages are
set forth in the table below, which replaces the table on page 2 of the Proxy
Statement mailed to you on May 10, 2004.
AMOUNT AND
TITLE OF NAME AND NATURE OF BENEFICIAL
CLASS ADDRESS OF BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
---------- ----------------------------- -------------------- ----------------
(All of these are Schottenstein Stores Corporation (1) 28,928,851(2) 66.5%
common shares) 1800 Moler Road
Columbus, Ohio 43207
Cerberus Partner, L.P. 9,722,085(3) 22.3%
450 Park Avenue
28th Floor
New York, New York 10022
Dimensional Fund Advisors Inc. 1,943,500 (4) 5.7%
1299 Ocean Avenue,
11th Floor,
Santa Monica, CA 90401
---------------
(1) Prior to the completion of our initial public offering on June
18, 1991, the Company was operated as the Department Store
Division of Schottenstein Stores Corporation ("SSC"). On that
date, SSC transferred substantially all of the net assets of the
Division to the Company in exchange for common shares. SSC is a
closely-held Ohio corporation. SSC common stock is beneficially
owned by certain of our directors and other Schottenstein family
members, as follows, as of May 3, 2004:
SHARES OF
NAME OF BENEFICIAL OWNER SSC COMMON STOCK PERCENT OF CLASS
----------------------------- ---------------- ----------------
Jay L. Schottenstein 299.38139 (a) 78.4%
Geraldine Schottenstein 27.41707 (b) 7.2%
Ari Deshe 27.41707 (c) 7.2%
Jon P. Diamond 27.41707 (d) 7.2%
Total 381.63260 100.0%
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(a) Represents sole voting and investment power over
299.38139 shares held in irrevocable trusts for family
members as to which Jay L. Schottenstein is trustee and
as to which shares Mr. Schottenstein may be deemed to
be the beneficial owner.
(b) Represents sole voting and investment power over
27.41707 shares held by Geraldine Schottenstein as
trustee of an irrevocable trust for family members as
to which shares Geraldine Schottenstein may be deemed
to be the beneficial owner.
(c) Represents sole voting and investment power over
27.41707 shares held by Ari Deshe, as trustee of
irrevocable trusts for family members, as to which
shares Mr. Deshe may be deemed to be the beneficial
owner.
(d) Represents sole voting and investment power over
27.41707 shares held by Jon Diamond and his wife, Susan
Schottenstein Diamond, as trustees of
irrevocable trusts for family members, as to which
shares Mr. Diamond may be deemed to be the beneficial
owner.
(2) Includes:
(a) 19,206,766 common shares owned of record and
beneficially by SSC.
(b) 8,333,333 common shares issuable upon conversion of
Senior Subordinated Convertible Loans in the principal
amount of $37,500,000 (the "Convertible Loan"). The
Convertible Loan is convertible at any time to the
extent any portion of the loan remains outstanding at
the option of the holder thereof into common shares.
The conversion price of the Convertible Loan is $4.50
per share, subject to conversion price adjustments.
(c) 1,388,752 common shares (subject to certain conversion
price adjustments) issuable pursuant to a warrant
received by SSC in connection with an additional loan
made to the Company. Based on information contained in
a Schedule 13D filed by SSC on October 15, 2003.
Does not include 67,944 shares held by the Ann and Ari Deshe
Foundation and 67,944 shares held by the Jon and Susan Diamond
Family Foundation, all being private charitable foundations. The
foundations' trustees and officers consist of at least one of the
following persons: Geraldine Schottenstein, Jay Schottenstein,
Jon Diamond and/or Ari Deshe, in conjunction with other
Schottenstein family members.
(3) Cerberus Partners, L.P., a Delaware limited partnership
("Cerberus"), is the holder of Senior Subordinated Convertible
Loans in the principal amount of $37,500,000 (the "Convertible
Loan"). The Convertible Loan is convertible at any time to the
extent any portion of the loan remains outstanding at the option
of the holder thereof into common shares of the Company. The
conversion price of the Convertible Loan is $4.50 per share,
subject to conversion price adjustments. Further, Cerberus is the
holder of a warrant to purchase 1,388,752 Shares (subject to
certain conversion price adjustments) in connection with an
additional loan made to the Company. Stephen Feinberg possesses
sole power to vote and direct the disposition of all of the
Company securities held by Cerberus. Based on information
contained in a Schedule 13D/A filed by Stephen Feinberg on
October 9, 2002 and a Form 4 filed by Stephen Feinberg October
10, 2002.
(4) Dimensional Fund Advisors Inc. ("Dimensional"), an investment
advisor registered under Section 203 of the Investment Advisors
Act of 1940, furnishes investment advice to four investment
companies registered under the Investment Company Act of 1940,
and serves as investment manager to certain other commingled
group trusts and separate accounts. These investment companies,
trusts and accounts are the "funds." In its role as investment
adviser or manager, Dimensional possesses voting and/or
investment power over the Company securities described in this
schedule that are owned by the funds and may be deemed to be the
beneficial owner of the shares of the issuer held by the Funds.
Dimensional disclaims beneficial ownership of such securities.
Based on information contained in a Schedule 13G/A filed by
Dimensional on February 6, 2004.
In addition, the Proxy Statement includes a table under the caption
"Security Ownership of Management" that contains incorrect information under the
column entitled the "Percent of class." The correct information is set forth in
the table and the footnotes below, which replaces the table and the footnotes on
page 4 of the Proxy Statement mailed to you on May 10, 2004.
AMOUNT AND
TITLE OF NATURE OF BENEFICIAL
CLASS NAME OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS(2)
------------ ------------------------ ------------ -------------------
(All of these are Henry L. Aaron 16,000 *
common shares) Julia A. Davis 8,000 *
Ari Deshe (4)(6)(8) 24,972 *
Jon P. Diamond (4)(6) 11,700 *
Elizabeth M. Eveillard 10,000 *
Edwin J. Kozlowski (3) 316,000 *
James A. McGrady 245,000 *
John C. Rossler (3) 466,000 1.4%
Jay L. Schottenstein (4)(5)(6)(7) 282,500 *
Harvey L. Sonnenberg (8) 30,000 *
James L. Weisman (8) 11,300 *
All directors and executive officers as a
group (12 persons) (3)(4)(5)(6)(7)(8) 1,435,472 4.1%
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* Represents less than 1% of outstanding common shares, net of
treasury shares.
(1) Except as otherwise noted, the persons named in this table
have sole power to vote and dispose of the shares listed.
Includes the following number common shares as to which the
named person has the right to acquire beneficial ownership
upon the exercise of stock options within 60 days of May 3,
2004: Mr. Aaron, 10,000; Ms. Davis, 8,000; Mr. Deshe,
10,000; Mr. Diamond, 10,000; Ms. Eveillard, 10,000 shares;
Mr. Kozlowski, 236,000; Mr. McGrady, 239,000; Mr. Rossler,
351,000; Mr. J. Schottenstein, 56,000; Mr. Sonnenberg,
10,000; Mr. Weisman, 10,000 and all directors and executive
officers as a group, 962,000.
(2) The percent is based upon the 33,804,713 common shares
outstanding, net of treasury shares, plus the number of
shares a person has the right to acquire within 60 days of
May 3, 2004.
(3) Includes 110,000 shares for Mr. Rossler and 80,000 shares
for Mr. Kozlowski and 190,000 shares for all directors and
executive officers as a group, which are owned subject to a
risk of forfeiture on termination of employment with vesting
over a period of years pursuant to the terms of Restricted
Stock Agreements.
(4) Does not include 19,206,766 common shares owned of record
and beneficially by SSC; 8,333,333 common shares issuable
upon conversion of Senior Subordinated Convertible Loans in
the principal amount of $37,500,000, which is convertible at
any time to the extent any portion of the loan remains
outstanding at the option of SSC into common shares of the
Company; and a warrant to purchase 1,388,752 common shares
(subject to certain conversion price adjustments) held by
SSC in connection with an additional loan made to the
Company. Jay L. Schottenstein is the Chairman and Chief
Executive Officer of SSC. Jay L. Schottenstein, Ari Deshe
and Jon P. Diamond are members of the Board of Directors of
SSC. See Note 2 to preceding table.
(5) Includes 52,500 common shares owned by Glosser Brothers
Acquisition, Inc. Mr. Schottenstein is Chairman of the
Board, President and a director of Glosser
Brothers Acquisition, Inc. and a trustee or co-trustee of
family trusts that own 100% of the stock of Glosser Brothers
Acquisition, Inc. Mr. Schottenstein disclaims beneficial
ownership of the common shares owned by Glosser Brothers
Acquisition, Inc.
(6) Does not include 67,944 shares held by the Ann and Ari Deshe
Foundation and 67,944 shares held by the Jon and Susan
Diamond Family Foundation, all being private charitable
foundations. The foundations' trustees and officers consist
of at least one of the following persons: Geraldine
Schottenstein, Jay Schottenstein, Jon Diamond and/or Ari
Deshe; in conjunction with other Schottenstein family
members.
(7) Includes 30,000 shares as to which Jay L. Schottenstein
shares voting and investment power as trustee of a trust
which owns the shares.
(8) Includes 10,000 shares held for the benefit of Mr. Deshe's
minor children; 15,000 shares held by Mr. Sonnenberg's
spouse and 500 shares held by Mr. Weisman's spouse.