UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) October 14, 2005
Retail Ventures, Inc.
(Exact name of
registrant as specified in its charter)
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| Ohio
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1-10767
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20-0090238 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
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| 3241 Westerville Road, Columbus, Ohio
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43224 |
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| (Address of principal executive offices)
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(Zip Code) |
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Amendment of Term Loan Warrants.
On July 5, 2005, Retail Ventures, Inc. (“the Company”) issued amended term loan warrants to
each of Cerberus Partners, L.P. (“Cerberus”), Schottenstein Stores Corporation, an affiliate of the
Company (“SSC”), and Back Bay Capital Funding LLC (“Back Bay”) (collectively, the “Term Loan
Warrants”) to provide Cerberus, SSC and Back Bay the right, from time to time, in whole or in part,
to (A) acquire the Company’s common shares at the then current exercise price (subject to
anti-dilution provisions), (B) acquire from the Company Class A common shares of DSW Inc., a
controlled subsidiary of the Company (“DSW”), at an exercise price equal to the price of shares
sold to the public in DSW’s initial public offering (subject to anti-dilution provisions), or (C)
acquire a combination thereof.
On October 14, 2005, the Company amended the Term Loan Warrants dated July 5, 2005 to correct
a clerical error in Section 3.1(b) thereof regarding the appropriate adjustment in the number of
Company common shares that can be purchased by each of Cerberus, SSC and Back Bay upon exercise of
the Term Loan Warrants if, and to the extent, Company common shares are issued on exercise of
conversion warrants issued by the Company to SSC and Cerberus on July 5, 2005 prior to the exercise
in full of the Term Loan Warrants. The amended Term Loan Warrants held by each of Cerberus, SSC
and Back Bay are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated
herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
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| Exhibit Number |
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Description |
4.1
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Amended Common Stock Purchase Warrant issued by Retail
Ventures, Inc. to Cerberus Partners, L.P. |
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4.2
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Amended Common Stock Purchase Warrant issued by Retail
Ventures, Inc. to Schottenstein Stores Corporation |
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4.3
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Amended Common Stock Purchase Warrant issued by Retail
Ventures, Inc. to Back Bay Capital Funding LLC |
2