-----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, S123A7pj/zxMLYOcStUO9rDG3RqGbMGOBbscgrqxZmpP5mYGWcsPSeAM8zXOOgLN iLd52wlFOyorOOBLsVmfWA== 0000063416-04-000097.txt : 20040714 0000063416-04-000097.hdr.sgml : 20040714 20040713194555 ACCESSION NUMBER: 0000063416-04-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040713 ITEM INFORMATION: Other events FILED AS OF DATE: 20040714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAY DEPARTMENT STORES CO CENTRAL INDEX KEY: 0000063416 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 431104396 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00079 FILM NUMBER: 04912836 BUSINESS ADDRESS: STREET 1: 611 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143426300 8-K 1 privateeightk.txt 8K DATED JULY 13, 2004 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) - July 13, 2004 THE MAY DEPARTMENT STORES COMPANY (Exact name of Registrant as specified in its charter) Delaware I-79 43-1104396 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 611 Olive Street, St. Louis, Missouri 63101 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (314) 342-6300 Item 5. Other Events and Regulation FD Disclosure. On July 13, 2004, The May Department Stores Company, a New York corporation and wholly-owned subsidiary of the registrant (the "Company"), announced that it has completed a private placement offering of $2.2 billion of securities in the long-term public debt markets. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Exhibit 99.1 Press Release, dated July 13, 2004. 99.2 Materials that the registrant presented in meetings with certain potential investors. These materials are being furnished pursuant to Item 9 hereof. Item 9. Regulation FD Disclosure. On July 13, 2004, the registrant issued a press release with respect to the private placement offering referred to above. A copy of the press release is being furnished to the Commission under this Item 9 as Exhibit 99.1. The Company presented the materials attached to this report as Exhibit 99.2 in meetings with certain potential purchasers of the securities offered in the private placement offering. SIGNATURE 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. THE MAY DEPARTMENT STORES COMPANY Dated: July 13, 2004 By: /s/ Richard A. Brickson Richard A. Brickson Secretary and Senior Counsel EX-99.1 2 exhibit991.txt PRESS RELEASE DATED JULY 13, 2004 Exhibit 99.1 MAY NEWS For Immediate Release Contact: Sharon Bateman (314)342-6494 THE MAY DEPARTMENT STORES COMPANY ANNOUNCES SALE OF $2.2 BILLION IN LONG-TERM DEBT TO FINANCE ACQUISITION OF MARSHALL FIELD'S ST. LOUIS, July 13, 2004 - The May Department Stores Company [NYSE: MAY] announced today that it has priced a private placement offering of $2.2 billion of securities in the long-term public debt markets to partially fund its acquisition of the Marshall Field's department store group and nine Mervyn's stores. The debt ranges from three to 30 years as follows: - $400 million of 3.95% notes due in 2007 - $600 million of 4.80% notes due in 2009 - $500 million of 5.75% notes due in 2014 - $300 million of 6.65% debentures due in 2024 - $400 million of 6.70% debentures due in 2034 Proceeds from the offering will be available July 20. The securities offered were not registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. However, under a registration rights agreement, May will be required to register resale of the securities under the Securities Act within 120 days. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The May Department Stores Company currently operates 438 department stores under the names of Lord & Taylor, Famous-Barr, Filene's, Foley's, Hecht's, Kaufmann's, L.S. Ayres, Meier & Frank, Robinsons-May, Strawbridge's, and The Jones Store, as well as 219 David's Bridal stores, 453 After Hours Formalwear stores, and 10 Priscilla of Boston stores in its Bridal Group. May operates in 46 states, the District of Columbia, and Puerto Rico. # # # This announcement may contain, in addition to historical information, certain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those currently anticipated as a result of a number of factors, including risks and uncertainties discussed in The May Department Stores Company's filings with the Securities and Exchange Commission. Those factors include, among other things, the competitive environment in the retailing industry in general and in the specific market areas in which May and its divisions operate, including consumer confidence, changes in discretionary consumer spending, changes in costs of goods and services and economic conditions in general, unseasonable weather and those risks generally associated with the integration of Marshall Field's with May. There can be no assurance that the acquisition will close, as to the timing of the closing, that the integration will be successful or without unanticipated costs or that anticipated synergies or other benefits will be realized. May assumes no obligation to update any forward-looking statements as a result of new information or future events or developments. EX-99.2 3 exhibit992.txt MATERIALS THAT THE REGISTRANT PRESENTED IN MEETINGS WITH CERTAIN POTENTIAL INVESTORS. THESE MATERIALS ARE BEING FURNISHED PURSUANT TO ITEM 9 HEREOF. Exhibit 99.2 May The May Department Stores Company $2.2 Bn Unsecured Debt Offering July 2004 _______________________________________________________________________ Safe Harbor Statement/Acquisition Disclosure This announcement may contain, in addition to historical information, certain forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those currently anticipated as a result of a number of factors, including risks and uncertainties discussed in The May Department Stores Company's filings with the Securities and Exchange Commission. Those factors include, among other things, the competitive environment in the retailing industry in general and in the specific market areas in which May and its divisions operate, including consumer confidence, changes in discretionary consumer spending, changes in costs of goods and services and economic conditions in general, unseasonable weather and those risks generally associated with the integration of Marshall Field's with May. There can be no assurance that the acquisition will close, as to the timing of the closing, that the integration will be successful or without unanticipated costs or that anticipated synergies or other benefits will be realized. The May Department Stores Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments. May 2 _______________________________________________________________________ Offering Summary Issuer.............................May Department Stores Offering Size......................$2.2 Bn Securities.........................144A Senior Notes with Reg. Rights Maturities.........................[TBD] Ratings............................[TBD] Optional Redemption................Make Whole Call at T + [TBD] bps Event Call.........................[TBD] Use of Proceeds....................Acquisition of Marshall Field's Joint Book-Runners.................Citigroup, JP Morgan, Morgan Stanley May 3 _______________________________________________________________________ Compelling Investment Opportunity - - May Department Stores is a pre-eminent department store retailer with FY 2003 net sales of approximately $13.3 billion - - Acquisition of Marshall Field's gives May an established and widely recognized franchise with leading market share positions in Chicago, Detroit and Minneapolis - - May has a strong and highly respected management team with significant industry and acquisition integration experience (e.g., Foley's, Filene's, Bridal Group) - - May has committed to discontinue share repurchase programs until debt ratios return to more normal levels - - May is committed to paying down significant portions of the acquisition debt using strong near-term free cash flow May 4 _______________________________________________________________________ Favorable Retail Environment - - The department store environment (for both May and Field's) turned positive in the fourth quarter and that trend continues - - Lord & Taylor operating performance has improved significantly due to its merchandise repositionings - - Lord & Taylor divestitures are going faster than planned; we expect less than 10 stores will remain open at year end - - Fall 2004 sales are expected to be in-line with our current performance - - May's operating cash flow remains strong and Field's will add to this May 5 _______________________________________________________________________ Marshall Field's Opportunity - - The Field's acquisition presented a unique and important strategic opportunity - - Marshall Field's is an established and widely-recognized name - - We will enter three new large markets (Chicago, Minneapolis, Detroit) as the pre-eminent department store retailer - - There are no significant issues of store overlap or the need for extensive divestitures of unproductive properties - - The stores are in excellent physical condition (State Street has recently had a facelift), requiring no special additional capital - - For the first time in many years, Field's will now be owned and run by a department store company, and receive the benefits from being part of a like-minded culture May 6 _______________________________________________________________________ Transaction Overview - - Structure: - Cash Purchase of Marshall Field's assets and nine Mervyn's Twin Cities locations for $3.24 billion - 2/3 long-term borrowing, 1/3 cash and short term borrowing - - Approvals: - Regulatory approvals customary to a transaction of this type - No shareholder approval required - - Closing: - Expected by the end of July May 7 _______________________________________________________________________ Strategic Rationale for the Acquisition - - Gives May leading positions with a nationally recognized name plate in three large Midwestern metro markets: Chicago, Detroit, and Minneapolis - - Estimated $85 million in synergies in FY 2005, $140 million in FY 2006 and $180 million per year thereafter - - Opportunity to leverage: - May's economies of scale - May's department store operating efficiencies - Field's upscale merchandise assortments - May's breadth of proprietary product to supplement Field's current proprietary programs - Field's dedicated consumer base, especially its focus on "zoomers," teamed with May's strategic offense and focus on attracting younger customers May 8 _______________________________________________________________________ May and Marshall Field's Department Stores May - 438 Marshall Field's - 62 [Map] May 9 _______________________________________________________________________ Integration Strategy - - Field's to be operated as a separate division within May - - Field's leadership team to work with May team to ensure seamless integration - Additionally, the Target organization is working to facilitate the integration process - - Capitalize on May's prior successful acquisition and integration experiences, e.g., Foley's, Filene's, Bridal Group - - Introduce May's operational department store efficiencies to Marshall Field's, e.g., IT integration May 10 _______________________________________________________________________ Earnings Improvement Opportunities - - Estimated annual earnings synergies (principally expense) of $85 million in 2005, $140 million in 2006 and $180 million per year thereafter - - Major expense synergies are in IT costs and associated payroll, credit operations and retiree medical expenses - - Field's will benefit from the cross-fertilization of expense savings/merchandising ideas from May's department store divisions - - May will benefit from Field's extensive experience in higher-end merchandising - - Merchandising synergies include - Increased private label penetration at Field's - Benefits of May's comparative merchandising information at Marshall Field's - Use of Marshall Field's, especially the State Street store, as a "merchandise learning laboratory" - Access to vendors that Field's does business with that May does not - Increased scale with vendors May 11 _______________________________________________________________________ Expected Sources and Uses $MM Sources Amount Uses Amount Cash on Hand 625 Field's Purchase 3,240 Price Fall 2004 Cash Flow 315 Short-Term Debt(CP) 300 High Coupon 200 Debt Repayment New Long-Term Debt 2,200 Total Sources 3,440 Total Uses 3,440 - We anticipate replacing our current $1.0 billion in bank lines with a $1.3-$1.5 billion 5-year revolving credit facility this August - We continue to retain a significant level of unencumbered accounts receivable and real estate assets May 12 _______________________________________________________________________ Financial Policy - - Due to the Field's acquisition, the $500 million special share repurchase authorized in February, 2004 has been suspended. $18 million was repurchased prior to the suspension - - No share repurchases will occur until our debt ratio is reduced to more normal levels - - Funding approximately $1 billion of this financing in short and intermediate-term maturities reflects May's commitment to reduce debt levels with its strong near-term cash flows May 13 _______________________________________________________________________ Compelling Investment Opportunity - - May Department Stores is a pre-eminent department store retailer with FY 2003 net sales of approximately $13.3 billion - - Acquisition of Marshall Field's gives May an established and widely recognized franchise with leading market share positions in Chicago, Detroit and Minneapolis - - May has a strong and highly respected management team with significant industry and acquisition integration experience (e.g., Foley's, Filene's, Bridal Group) - - May has committed to discontinue share repurchase programs until debt ratios return to more normal levels - - May is committed to paying down significant portions of the acquisition debt using strong near-term free cash flow May 14 _______________________________________________________________________ May The May Department Stores Company Lord & Taylor Famous Barr Filene's Foley's Hecht's Kaufmann's L.S. Ayres Marshall Field's Meier & Frank Robinsons May Strawbridge's The Jones Store David's Bridal After Hours Formalwear Priscilla of Boston May 15 -----END PRIVACY-ENHANCED MESSAGE-----