SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A NO. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: AUGUST 23, 2001
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 (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
3241 Westerville Road
Columbus, Ohio 43224
(614) 471-4722
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER ITEMS.
On August 23, 2001, Value City Department Stores, Inc. (the "Company")
entered into a non-binding letter of intent with Schottenstein Stores
Corporation ("SSC") to sell all of the outstanding stock or assets of Shonac
Corporation, DSW Shoe Warehouse, Inc. and Filene's Basement, Inc. (the
"Businesses") for an aggregate purchase price of $275 million, comprised of $200
million in cash and the assumption of the $75 million Value City Senior
Subordinated Convertible Loan held by SSC.
As part of the consideration, SSC agreed to increase immediately the
line of credit under the Value City Subordinated Credit Facility from $50
million to $100 million and to allow Value City to draw immediately $50 million
on the terms set forth in the Subordinated Credit Facility.
The non-binding letter of intent allows the Company to:
o continue to negotiate with certain third parties who, prior to
August 31, 2001, indicated an interest in acquiring one or more of
the Businesses, and
o subject to the payment of a termination fee of $8.45 million,
terminate the letter of intent with SSC pursuant to a superior
proposal for one or more of the Businesses prior to the execution
of a definitive agreement with SSC.
As of October 24, 2001, the Company and SSC continue to negotiate the
terms of a definitive agreement to sell the Businesses. Further, until a
definitive agreement has been entered into with SSC, the Company continues to
pursue agreements for the acquisition of one or more of the Businesses with the
third parties who, prior to August 31, 2001, had indicated an interest in
acquiring the Businesses. The additional $50 million credit availability agreed
to by SSC in the letter of intent continues to be available to the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
Exhibit No. Description
99.1 Letter of Intent by and between Value City Department
Stores, Inc. and Schottenstein Stores Corporation, dated
as of August 23, 2001. (Previously Filed)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its behalf by
the undersigned hereunto duly authorized.
VALUE CITY DEPARTMENT STORES, INC.
Date: October 24, 2001 By: /s/ George Kolber
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George Kolber, Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Letter of Intent by and between Value City Department
Stores, Inc. and Schottenstein Stores Corporation, dated
as of August 23, 2001. (Previously Filed)