Ohio (State or other jurisdiction of incorporation) |
001-32545 (Commission File Number) |
31-0746639 (IRS Employer Identification No.) |
810 DSW Drive, Columbus, Ohio (Address of principal executive offices) |
43219 (Zip Code) |
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. |
Item 1.02 | Termination of a Material Definitive Agreement. |
Item 2.01 | Completion of Acquisition or Disposition of Assets. |
2
Item 3.03 | Material Modification to Rights of Security Holders. |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Item 8.01 | Other Events. |
Item 9.01 | Financial Statements and Exhibits. |
3
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc. (incorporated by reference to DSWs Form 8-K filed February 8, 2011, Exhibit 2.1, File No. 001-32545) | |
2.2
|
Amendment No. 1 to Agreement and Plan of Merger, dated May 25, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc. (filed herewith) | |
3.1
|
Amended and Restated Articles of Incorporation of DSW Inc. dated May 25, 2011 (filed herewith) | |
4.1
|
Indenture, dated as of August 16, 2006, by and between Retail Ventures, Inc. and HSBC Bank USA, National Association, as indenture trustee (Form of 6.625% Mandatorily Exchangeable Notes Due September 15, 2011 filed as Exhibit A thereto) (incorporated by reference to Retail Ventures Form 8-K filed August 22, 2006, Exhibit 4.1, File No. 001-10767) | |
4.2
|
Supplemental Indenture, dated as of May 25, 2011, by and among Retail Ventures, Inc., DSW MS LLC and HSBC Bank USA, National Association, as indenture trustee (filed herewith) | |
4.3
|
Collateral Agreement, dated as of August 16, 2006, by and between Retail Ventures, Inc., as pledgor, and HSBC Bank USA, National Association, as collateral agent, indenture trustee and securities intermediary (incorporated by reference to Retail Ventures Form 8-K filed on August 22, 2006, Exhibit 4.2, File No. 001-10767) | |
4.4
|
Amendment No. 1 to Collateral Agreement, dated as of May 25, 2011, by and among Retail Ventures, Inc., DSW MS LLC and HSBC Bank USA, National Association, as collateral agent, indenture trustee and securities intermediary (filed herewith) | |
10.1
|
Amendment to Master Separation Agreement between DSW Inc. and Retail Ventures, Inc., dated May 26, 2011 (filed herewith) | |
99.1
|
Press Release dated May 26, 2011 (filed herewith) |
4
DSW Inc. |
||||
Date: May 26, 2011 | By: | /s/ William L. Jordan | ||
William L. Jordan | ||||
Executive Vice President General Counsel and Secretary |
||||
5
Exhibit No. | Description | |
2.1
|
Agreement and Plan of Merger, dated February 8, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc. (incorporated by reference to DSWs Form 8-K filed February 8, 2011, Exhibit 2.1, File No. 001-32545) | |
2.2
|
Amendment No. 1 to Agreement and Plan of Merger, dated May 25, 2011, among DSW Inc., DSW MS LLC, and Retail Ventures, Inc. (filed herewith) | |
3.1
|
Amended and Restated Articles of Incorporation of DSW Inc. dated May 25, 2011 (filed herewith) | |
4.1
|
Indenture, dated as of August 16, 2006, by and between Retail Ventures, Inc. and HSBC Bank USA, National Association, as indenture trustee (Form of 6.625% Mandatorily Exchangeable Notes Due September 15, 2011 filed as Exhibit A thereto) (incorporated by reference to Retail Ventures Form 8-K filed August 22, 2006, Exhibit 4.1, File No. 001-10767) | |
4.2
|
Supplemental Indenture, dated as of May 25, 2011, by and among Retail Ventures, Inc., DSW MS LLC and HSBC Bank USA, National Association, as indenture trustee (filed herewith) | |
4.3
|
Collateral Agreement, dated as of August 16, 2006, by and between Retail Ventures, Inc., as pledgor, and HSBC Bank USA, National Association, as collateral agent, indenture trustee and securities intermediary (incorporated by reference to Retail Ventures Form 8-K filed on August 22, 2006, Exhibit 4.2, File No. 001-10767) | |
4.4
|
Amendment No. 1 to Collateral Agreement, dated as of May 25, 2011, by and among Retail Ventures, Inc., DSW MS LLC and HSBC Bank USA, National Association, as collateral agent, indenture trustee and securities intermediary (filed herewith) | |
10.1
|
Amendment to Master Separation Agreement between DSW Inc. and Retail Ventures, Inc., dated May 26, 2011 (filed herewith) | |
99.1
|
Press Release dated May 26, 2011 (filed herewith) |