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) August 28, 2008 (August 25, 2008)
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| 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 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 3241 Westerville Road, Columbus, Ohio |
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43224 |
| (Address of principal executive offices)
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(Zip Code) |
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| (614) 476-8131 |
| (Registrant’s telephone number, including area code) |
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| (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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| ITEM 1.01 |
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Entry Into a Material Definitive Agreement. |
On August 25, 2008, Retail Ventures, Inc. (“RVI”) and DSW Inc. (“DSW”), entered into a
Transfer and Assignment Agreement (“Transfer Agreement”), Amendment No. 1 to Amended and Restated
Shared Services Agreement (“Shared Services Amendment”), and Amendment No. 1 to Tax Separation
Agreement (“Tax Amendment”; and, collectively with the Transfer Agreement and Shared Services
Amendment, the “Agreements”). Each of these Agreements is effective as of March 17, 2008.
RVI currently owns approximately 63% of DSW’s outstanding common stock.
Under the terms of these Agreements, DSW will provide shared finance and human resources
services to RVI and its subsidiaries, including Filene’s Basement. Previously, RVI provided these
shared services to DSW. DSW will charge RVI and Filene’s Basement a fixed amount of $4.55 million
for the period beginning March 17, 2008 and ending January 31, 2009 for all of the shared services
it provides to RVI and Filene’s Basement (including information technology services which it was
previously providing).
Additionally, DSW will pay RVI a management fee of $3.76 million for certain management and
oversight services for the period beginning March 17, 2008 and ending January 31, 2009.
The foregoing summary is qualified in its entirety by reference to the full and complete terms
of the Transfer and Assignment Agreement and Amendment No. 1 to Amended and Restated Shared
Services Agreement, and Amendment No. 1 to Tax Separation Agreement, copies of which are attached
hereto as Exhibit 10.1, 10.2 and 10.3, respectively, and are hereby incorporated by reference into
this Item 1.01.
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| ITEM 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit No. |
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Description |
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10.1
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Transfer and Assignment Agreement among Retail Ventures, Inc., Retail Ventures
Services, Inc., DSW Inc., and Filene’s Basement, Inc., dated as of March 17, 2008 |
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10.2
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Amendment No. 1 to Amended and Restated Shared Services Agreement between DSW Inc. and
Retail Ventures, Inc., dated as of March 17, 2008 |
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10.3
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Amendment No. 1 to Tax Separation Agreement between DSW Inc. and Retail Ventures, Inc.,
dated as of March 17, 2008 |