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) March 6,
2008 (February 29, 2008)
(Exact name of registrant as specified in its charter)
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Ohio
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001-32545
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31-0746639 |
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(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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810 DSW Drive, Columbus, Ohio
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43219 |
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(Address of principal executive offices)
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(Zip Code) |
(Registrants 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.
On February 29, 2008, eTailDirect LLC (ETD), a wholly owned subsidiary of DSW Inc.
(DSW), entered into an Industrial Lease Net (the Lease), effective as of October 1, 2007,
with 4300 Venture 34910 LLC (Venture 34910), an affiliate of Schottenstein Stores Corporation
(SSC), for a new fulfillment center for the business of ETD to be located in Columbus, Ohio. The
initial lease term is 10 years with 2 options to extend of 5 years each. Under the terms of the
Lease, ETD will initially lease 265,000 square feet. The leased area increases in four steps
through the sixth year of the lease. In year six, the total leased area will be 811,000 square
feet. The monthly base rent is $49,687, $60,833, $94,167, $109,100, $109,100 and $110,633 for the
first six lease years, respectively. On February 29, 2008, the Company entered into a separate
guaranty (the Guaranty) with Venture 34910 guaranteeing ETDs obligations under the Lease. The
Audit Committee of the Board of Directors reviewed and approved the Lease and Guaranty as a
transaction involving a related party.
Jay L. Schottenstein, the Chairman and CEO of the Company, serves as Chairman of SSC and
beneficially owns approximately 78.4% of the common stock of SSC.
Additionally, on February 29, 2008, the Company and Venture 34910 agreed to make non-material
changes to the Office Space Lease Net dated as of November 30, 2006, which is the lease for our
new home office. These changes are reflected in the First Lease Amendment between the parties.
Additionally, on February 29, 2008, the Company and 4300 East Fifth Avenue LLC, an affiliate
of Schottenstein Stores Corporation, agreed to make non-material changes to the Trailer Parking Lot
Lease Agreement dated as of November 30, 2006. These changes are reflected in the First Lease
Amendment between the parties.
Additionally, on February 29, 2008, the Company and 4300 Venture 6729 LLC, an affiliate of
Schottenstein Stores Corporation, agreed to make non-material changes to the Industrial Space Lease
Net, which is the lease for our distribution center and former home office. These changes are
reflected in the Second Lease Amendment between the parties.
The foregoing summary is qualified in its entirety by reference to the full and complete terms
of the Lease, the First Lease Amendments, the Second Lease Amendment and the Guaranty, copies of
which are attached hereto as Exhibit 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are hereby
incorporated by reference into this Item 1.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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Exhibit Number
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Description |
10.1
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Industrial Lease Net between eTailDirect LLC and 4300
Venture 34910 LLC, dated as of October 1, 2007 |