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): November 3, 2004
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Retail Ventures, Inc.
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(Exact name of registrant as specified in its charter)
Ohio 1-10767 31-322832
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification Number)
3241 Westerville Road, Columbus, Ohio 43224
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(Address of principal executive offices) (Zip Code)
(614) 471-4722
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(Registrant's telephone number, including area code)
Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e- 4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On November 3, 2004, the board of directors of Retail Ventures, Inc. (the
"Company") voted to terminate John C. Rossler, President and Chief Executive
Officer of the Company, and Edwin J. Kozlowski, Executive Vice President and
Chief Operating Officer of the Company and to terminate their respective
employment agreements "without cause" in accordance with the terms of the
agreements.
Mr. Rossler's employment agreement, dated effective as of February 3, 2002,
provided for an annual salary of $700,000 with annual increases of 2.5%.
Pursuant to its terms, on termination "without cause" (as such term is defined
in his employment agreement), Mr. Rossler is entitled to the following: (i) his
base salary for 12 months following the effective date of termination, which
shall be paid in equal installments in accordance with the Company's payroll
practices for executive employees; and (ii) reimbursement for his cost of
maintaining continuing health care coverage for a period of no more than 18
months following the effective date of termination; provided, however, that
health insurance reimbursements shall cease upon Mr. Rossler becoming eligible
for similar coverage under another benefit plan and further provided that the
amount of this reimbursement will not be larger than the sum of the premiums he
would have incurred under COBRA to maintain coverage for 18 months under the
Company's plan in which he was participating (and at the same level he was
participating) when his employment terminated. Mr. Rossler has a duty to
mitigate these payments pursuant to the terms of his employment agreement. In
addition, (i) Mr. Rossler is entitled to the pro rata share of any incentive
compensation that, but for his termination without cause, he would have
otherwise received under the Company's executive incentive plan on the date of
his termination without cause and based on the extent to which performance
standards are met on the last day of the year in which he is terminated without
cause; (ii) subject to the terms of the Company's stock incentive plan and any
applicable standard stock option agreement, all standard stock options held by
Mr. Rossler will be fully vested and exercisable; (iii) subject to the terms of
the Company's stock incentive plan and any applicable restricted stock
agreement, all restrictions then imposed on any restricted stock (other than
those imposed by any applicable state or federal statute) held by Mr. Rossler
will lapse and be removed and the shares will be distributed to him; and (iv)
subject to the Company's stock incentive plan and any applicable performance
stock option agreement, all performance stock options held by Mr. Rossler will
be fully vested and exercisable.
Mr. Kozlowski's employment agreement, dated effective as of February 3, 2002,
provided for an annual salary of $500,000 with annual increases of 2.5%.
Pursuant to its terms, on termination "without cause" (as such term is defined
in his employment agreement), he is entitled to the following: (i) his base
salary for 12 months following the effective date of termination, which shall be
paid in equal installments in accordance with the Company's payroll practices
for executive employees; and (ii) reimbursement for his cost of maintaining
continuing health care coverage for a period of no more than 18 months following
the effective date of termination; provided, however, that health insurance
reimbursements shall cease upon Mr. Kozlowski becoming eligible for similar
coverage under another benefit plan and further provided that the amount of this
reimbursement will not be larger than the sum of the premiums he would have
incurred under COBRA to maintain coverage for 18 months under the Company's plan
in which he was participating (and at the same level he was participating) when
his employment terminated. Mr. Kozlowski has a duty to mitigate these payments
pursuant to the terms of his employment agreement. In addition, (i) Mr.
Kozlowski is entitled to the pro rata share of any incentive compensation that,
but for his termination without cause, he would have otherwise received under
the Company's executive incentive plan on the date of his termination without
cause and based on the extent to which performance standards are met on the last
day of the year in which he is terminated without cause; (ii) subject to the
terms of the Company's stock incentive plan and any applicable standard stock
option agreement, all standard stock options held by Mr. Kozlowski will be fully
vested and exercisable; (iii) subject to the terms of the Company's stock
incentive plan and any applicable restricted stock agreement, all restrictions
then imposed on any
restricted stock (other than those imposed by any applicable state or federal
statute) held by Mr. Kozlowski will lapse and be removed and the shares will be
distributed to him; and (iv) subject to the Company's stock incentive plan and
any applicable performance stock option agreement, all performance stock options
held by Mr. Kozlowski will be fully vested and exercisable.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(a) Not Applicable.
(b) See Item 1.02 above.
(c) On November 3, 2004, the board of directors of the Company also voted to
promote Heywood Wilansky, President and Chief Executive Officer of the Filene's
Basement subsidiary of the Company, to President and Chief Executive Officer of
the Company effective as of November 3, 2004.
Mr. Wilansky, age 56, has had a distinguished career in retail. Before joining
the Company, he served as President and Chief Executive Officer of Bon Ton
Stores, and as President and Chief Executive Officer of two divisions of The May
Department Stores Company. Mr. Wilansky previously held positions at Lord &
Taylor and The Hecht Company. In addition, Mr. Wilansky was a professor of
marketing at the University of Maryland business school.
As of the time of the filing of this Form 8-K, the Company and Mr. Wilansky had
not yet entered into an agreement with respect to the material terms and
conditions of Mr. Wilansky's employment with the Company.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS
Exhibit No. Description
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99.1 Retail Ventures, Inc. press release dated
November 3, 2004
The information in this Form 8-K, including the exhibit hereto, shall not be
treated as "filed" for purposes of the Securities Exchange Act of 1934, as
amended.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Retail Ventures, Inc.
Date: November 8, 2004 By: /s/ James A. McGrady
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James A. McGrady,
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Retail Ventures, Inc. press release dated November 3, 2004.