-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Na/4YFsJkFbsbM5nJFJFCIBf0M0brOYNsoHedL+w6AUcKy4+C202NnUkE8BQTRXZ +FeNPLlFu4tpxMoMV7Z7ow== 0001005477-05-002356.txt : 20050629 0001005477-05-002356.hdr.sgml : 20050629 20050629120736 ACCESSION NUMBER: 0001005477-05-002356 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050628 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RETAIL VENTURES INC CENTRAL INDEX KEY: 0000874444 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 200090238 STATE OF INCORPORATION: OH FISCAL YEAR END: 0130 BUSINESS ADDRESS: STREET 1: 3241 WESTERVILLE RD CITY: COLUMBUS STATE: OH ZIP: 43224 BUSINESS PHONE: 6144714722 MAIL ADDRESS: STREET 1: 3241 WESTERVILLE RD CITY: COLUMBUS STATE: OH ZIP: 43224 FORMER COMPANY: FORMER CONFORMED NAME: VALUE CITY DEPARTMENT STORES INC /OH DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FEINBERG STEPHEN CENTRAL INDEX KEY: 0000947822 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10767 FILM NUMBER: 05923356 BUSINESS ADDRESS: BUSINESS PHONE: 2128912120 MAIL ADDRESS: STREET 1: 450 PARK AVE STREET 2: 28TH FL CITY: NEW YORK STATE: NY ZIP: 10022 4 1 edgar123.xml FORM 4 X0202 4 2005-06-28 1 0000874444 RETAIL VENTURES INC RVI 0000947822 FEINBERG STEPHEN C/O CERBERUS CAPITAL MANAGEMENT, L.P. 299 PARK AVENUE - 22ND FLOOR NEW YORK NY 10171 0 0 0 1 Former 10% Owner Senior Subordinated Convertible Loan 4.50 2005-06-28 4 J 0 8333333 D 2009-06-10 Common Stock, no par value 8333333 0 I By limited partnership Warrant 4.50 2005-06-28 4 J 0 8333333 A Common Stock, no par value 8333333 8333333 I By limited partnership Warrant 4.50 2005-06-28 4 J 0 1388752 A 2012-06-11 Common Stock, no par value 1388752 1388752 I By limited partnership The principal amount of the Senior Subordinated Convertible Loan (the "Senior Loan") is $37,500,000. On June 28, 2005, DSW Inc., an Ohio corporation ("DSW") majority owned by Retail Ventures, Inc. (the "Issuer"), consummated an initial public offering (the "IPO") of Class A Common Shares, no par value (the "DSW Class A Shares"). In connection with the closing of the IPO, which is expected to occur on or about July 5, 2005 (the "Closing"), the terms of the Senior Loan held by, among others, Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus"), will be amended and the Senior Loan will be converted into a non-convertible loan. The Senior Loan was immediately convertible. Pursuant to an Assignment and Acceptance, dated as of June 11, 2002, between Cerberus and Schottenstein Stores Corporation ("SSC"), Cerberus purchased and assumed 50% of SSC's right, title and interest in the Senior Loan, among other things. All of the securities detailed herein are held by Cerberus. Stephen Feinberg possesses sole power to vote and direct the disposition of all securities of the Issuer held by Cerberus. Pursuant to the amendment to the Senior Loan, Cerberus will be granted a warrant (the "Senior Loan Warrant") providing Cerberus the right, from time to time, in whole or in part and subject to certain conditions, to (i) acquire common shares of the Issuer, no par value (the "RVI Common Shares") at the then current exercise price of the Senior Loan Warrant, (ii) acquire, from RVI, DSW Class A Shares at an exercise price per share equal to the price of DSW Class A Shares sold to the public in the IPO (the "IPO Price"), or (iii) acquire a combination thereof. Subject to the limitation described below, upon the Closing, Cerberus would have the right to acquire up to 8,333,333 RVI Common Shares upon full exercise of the Senior Loan Warrant, at an initial exercise price of $4.50 per share, subject to certain adjustments. The Senior Loan Warrant is immediately exercisable for RVI Common Shares. The Senior Loan Warrant will expire on the later of June 11, 2007 or the date of repayment in full of the obligations under the Senior Loan. Each of the Cerberus Warrants (as defined below) will provide that in no event shall such warrant be exercisable to the extent that the issuance of RVI Common Shares upon exercise, after taking into account the RVI Common Shares then owned by Cerberus and its affiliates, would result in the beneficial ownership by Cerberus and its affiliates of more than 9.99% of the RVI Common Shares outstanding immediately after giving effect to such exercise. Thus, upon the Closing, for the purposes of Reg. ?240.13d-3, Stephen Feinberg will be deemed to beneficially own 4,326,875 RVI Common Shares, or 9.99% of the RVI Common Shares deemed issued and outstanding. Pursuant to an amendment to certain term loans held by, among others, Cerberus, a warrant currently held by Cerberus (the "Term Loan Warrant," and together with the Senior Loan Warrant, the "Cerberus Warrants") will be amended to provide Cerberus the right, from time to time, in whole or in part and subject to certain conditions, to (i) acquire RVI Common Shares at the then current exercise price of the Term Loan Warrant, (ii) acquire, from RVI, DSW Class A Shares at an exercise price per share equal to the IPO Price, or (iii) acquire a combination thereof. Subject to the limitation described above, upon the Closing, Cerberus would have the right to acquire up to 1,388,752 RVI Common Shares upon full exercise of the Term Loan Warrant, at an initial exercise price of $4.50 per share, subject to certain adjustments. The Term Loan Warrant is immediately exercisable for RVI Common Shares. /s/ Stephen Feinberg 2005-06-28 -----END PRIVACY-ENHANCED MESSAGE-----