0000063416-05-000041.txt : 20120625 0000063416-05-000041.hdr.sgml : 20120625 20050408112600 ACCESSION NUMBER: 0000063416-05-000041 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050408 DATE AS OF CHANGE: 20050408 SUBJECT COMPANY: 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: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-00079 FILM NUMBER: 05740659 BUSINESS ADDRESS: STREET 1: 611 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143426300 FILED BY: 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: 425 BUSINESS ADDRESS: STREET 1: 611 OLIVE ST CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3143426300 425 1 ftceightk.txt 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 - April 8, 2005 Date of Earliest Event Reported: April 7, 2005 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 Not Applicable (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 obligations of the registrant under any of the following provisions (See General Instruction A.2. below): [x] 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 8.01. Other Events. On April 7, 2005, The May Department Stores Company and Federated Department Stores, Inc. ("Federated") issued a joint press release announcing that they received a request for additional information from the Federal Trade Commission in connection with its review of the proposed merger between the two companies and that the Securities and Exchange Commission will review the registration statement on Form S-4 filed by Federated on March 30, 2005 in connection with the merger. A copy of the joint press release is attached as Exhibit 99.1 and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Exhibit 99.1 Joint Press Release issued by The May Department Stores Company and Federated Department Stores, Inc. on April 7, 2005. 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. THE MAY DEPARTMENT STORES COMPANY Date: April 8, 2005 By: /s/ Richard A. Brickson Name: Richard A. Brickson Title: Secretary EXHIBIT INDEX Exhibit Description 99.1 Joint Press Release issued by The May Department Stores Company and Federated Department Stores, Inc. on April 7, 2005. EXHIBIT 99.1 MAY NEWS For Immediate Release Contact: Sharon Bateman (314) 342-6494 FTC ISSUES REQUEST FOR ADDITIONAL INFORMATION IN FEDERATED/MAY MERGER ST. LOUIS, CINCINNATI AND NEW YORK, April 7, 2005 - Federated Department Stores, Inc. (NYSE: FD) and The May Department Stores Company (NYSE: MAY) today announced that the Federal Trade Commission (FTC) has issued a request for additional information in connection with its review of the proposed merger between the two companies. In addition, the Securities and Exchange Commission (SEC) will review the registration statement on Form S-4 filed by Federated on March 30, 2005, in connection with the proposed merger. Requests of this nature are typical in a transaction of this size and were expected. Federated and May plan to respond promptly to the FTC's request for additional information and to any comments received from the SEC, and continue to believe that the merger will be completed in the third quarter of 2005. Forward-Looking Statements This document contains statements about expected future events that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, Federated and May's expectations regarding the review processes by the FTC and the SEC, the anticipated closing and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Federated and May's management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in the forward-looking statements contained in this document because of a variety of factors, including a significant change in the timing of, or the imposition of any government conditions or legal impediments to, the closing of the proposed transaction. Additional factors that may affect the future results of Federated and May are set forth in their respective filings with the SEC, which are available at www.fds.com and www.mayco.com, respectively. Additional Information and Where to Find It In connection with the proposed transaction, Federated has filed a registration statement on Form S-4 with the SEC (Registration No. 333- 123667), containing a preliminary joint proxy statement/prospectus relating to the proposed merger. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/ PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. - more - 2 Investors may obtain a free copy of the registration statement and the definitive joint proxy statement/prospectus (when available), as well as other filed documents containing information about Federated and May, including the annual report on Form 10-K of each of Federated and May for the fiscal year ended Jan. 29, 2005, at the SEC's website (www.sec.gov). Free copies of Federated's SEC filings are also available on Federated's website at www.fds.com, or by request to Office of the Secretary, Federated Department Stores, Inc., 7 West Seventh Street, Cincinnati, OH 45202. Free copies of May's SEC filings are also available on May's website at www.mayco.com, or by request to Corporate Communications, The May Department Stores Company, 611 Olive Street, St. Louis, MO 63101-1799. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Participants in the Solicitation Federated, May and their respective officers and directors and other persons may be deemed, under SEC rules, to be participants in the solicitation of proxies from Federated or May's stockholders with respect to the proposed transaction. Information regarding the current officers and directors of Federated is available in its proxy statement filed by Federated with the SEC on April 15, 2004. Information regarding the current officers and directors of May is available in its proxy statement filed by May with the SEC on April 22, 2004. More detailed information regarding the identity of potential participants and their direct and indirect interests in the solicitation, by security holdings or otherwise, is set forth in the registration statement on Form S-4 filed with the SEC in connection with the proposed transaction. About Federated 112,000 employees in 34 states. Founded 1929, headquartered in Cincinnati, Ohio, with corporate offices in Cincinnati and New York. Federated currently operates more than 450 stores in 34 states, Guam and Puerto Rico under the names Macy's and Bloomingdale's. The company also operates macys.com and Bloomingdale's By Mail. Annual sales: $15.6 billion. About May 132,000 employees in 46 states. Founded 1910, headquartered in St. Louis, Mo. At the end of fiscal year 2004, May operated 491 department stores under the names Famous-Barr, Filene's, Foley's, Hecht's, Kaufmann's, Lord & Taylor, L.S. Ayres, Marshall Field's, Meier & Frank, Robinsons-May, Strawbridge's, and The Jones Store, as well as 239 David's Bridal stores, 449 After Hours Formalwear stores, and 11 Priscilla of Boston stores. May currently operates in 46 states, the District of Columbia and Puerto Rico. Annual sales: $14.4 billion. # # # Federated Contacts: Media: Carol Sanger 513-579-7764 Investor: Susan Robinson 513-579-7780