-----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, EyfMc5bRw+hHnwTDlG6tUSQQvpqw+O5/eArTt/yXol0jTA5XASowSAeKooTSKwLK iE+168Yc4FdKIjEBBgpK+Q== 0000950112-95-002902.txt : 19951109 0000950112-95-002902.hdr.sgml : 19951109 ACCESSION NUMBER: 0000950112-95-002902 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19951108 SROS: NYSE GROUP MEMBERS: BROADWAY STORES INC GROUP MEMBERS: FEDERATED DEPARTMENT STORES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BROADWAY STORES INC CENTRAL INDEX KEY: 0000750217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 940457907 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-07695 FILM NUMBER: 95588197 BUSINESS ADDRESS: STREET 1: 3880 N MISSION RD CITY: LOS ANGELES STATE: CA ZIP: 90031 BUSINESS PHONE: 2132272000 FORMER COMPANY: FORMER CONFORMED NAME: CARTER HAWLEY HALE STORES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EMPORIUM CAPEWELL CO DATE OF NAME CHANGE: 19910827 FORMER COMPANY: FORMER CONFORMED NAME: BROADWAY HALE STORES INC DATE OF NAME CHANGE: 19910827 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BROADWAY STORES INC CENTRAL INDEX KEY: 0000750217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 940457907 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: SC 13E4 BUSINESS ADDRESS: STREET 1: 3880 N MISSION RD CITY: LOS ANGELES STATE: CA ZIP: 90031 BUSINESS PHONE: 2132272000 FORMER COMPANY: FORMER CONFORMED NAME: CARTER HAWLEY HALE STORES INC /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: EMPORIUM CAPEWELL CO DATE OF NAME CHANGE: 19910827 FORMER COMPANY: FORMER CONFORMED NAME: BROADWAY HALE STORES INC DATE OF NAME CHANGE: 19910827 SC 13E4 1 BROADWAY STORES, INC. WASHINGTON, D.C. 20549 ___________________ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934) BROADWAY STORES, INC. (Name of Issuer) BROADWAY STORES, INC. FEDERATED DEPARTMENT STORES, INC. (Name of Persons Filing Statement) 6-1/4% Convertible Senior Subordinated Notes Due 2000 of Broadway Stores, Inc. (Title of Class of Securities) 146227 AM 5 (CUSIP Number of Class of Securities) ___________________ DENNIS J. BRODERICK, Esq. Senior Vice President, General Counsel, and Secretary Federated Department Stores, Inc. 7 West Seventh Street Cincinnati, Ohio 45202 (513) 579-7560 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the Persons Filing Statement) Copy to: MARK E. BETZEN, Esq. Jones, Day, Reavis & Pogue 2300 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 (214) 220-3939 November 8, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) CALCULATION OF FILING FEE Transaction Valuation Amount of Filing Fee $147,693,142.36* $29,538.63 * The valuation shown is only for the purpose of calculating the filing fee. This amount assumes the purchase of $143,750,000 principal amount of 6-1/4% Convertible Senior Subordinated Notes due 2000 of Broadway Stores, Inc. at an aggregate purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to December 8, 1995. Accrued and unpaid interest on such principal amount to December 8, 1995 will equal $3,943,142.36. [ ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. This Schedule 13E-4 Issuer Tender Offer Statement (this "Schedule 13E-4") relates to a tender offer by Broadway Stores, Inc. ("Broadway") to purchase any and all of its 6-1/4% Convertible Senior Subordinated Notes Due 2000 (the "Notes") at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to December 8, 1995, on the terms set forth in Broadway's Notice of Change in Control and Offer to Purchase dated November 8, 1995 (the "Offer to Purchase") and in the related Change in Control Purchase Notice and Letter of Transmittal (the "Letter of Transmittal"), and is intended to satisfy the reporting requirements of Section 13(e) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2), respectively, hereto. Item 1. Security and Issuer (a) The name of the issuer is Broadway Stores, Inc. and its principal executive office is located at 3880 North Mission Road, Los Angeles, California 90031. (b) The class of securities to which this Schedule 13E-4 relates is Broadway's 6-1/4% Convertible Senior Subordinated Notes Due 2000. The information set forth in "Introduction" and "The Offer -- Payment for Notes" in the Offer to Purchase is incorporated herein by reference. (c) The information set forth in "The Offer -- Absence of Organized Trading Market" in the Offer is incorporated herein by reference. (d) This Schedule 13E-4 is being filed by Broadway and Federated Department Stores, Inc. ("Federated"). Broadway is a subsidiary of Federated. Federated's principal executive offices are located at 151 West 34th Street, New York, New York 10001, and at 7 West Seventh Street, Cincinnati, Ohio 45202. Item 2. Source and Amount of Funds or Other Consideration (a)-(b) The information set forth in "The Offer -- Source and Amount of Funds" in the Offer to Purchase is incorporated herein by reference. Item 3. Purpose of the Tender Offer and Plans or Proposals of the Issuer or Affiliate (a)-(j) The information set forth in "Introduction" in the Offer is incorporated herein by reference. Item 4. Interest in Securities of the Issuer Not applicable. Item 5. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer's Securities The information set forth in "Introduction" in the Offer to Purchase is incorporated herein by reference. Item 6. Persons Retained, Employed or to be Compensated Not applicable. Item 7. Financial Information (a)-(b) The information set forth in "Certain Information Concerning Broadway and Federated -- Unaudited Pro Forma Financial Information" and "Certain Information Concerning Broadway and Federated -- Recent Results of Operations" in the Offer to Purchase is incorporated herein by reference. In addition, the following financial information is incorporated herein by reference: -2- (1) Audited Financial Statements of Broadway as of and for the 52 weeks ended January 28, 1995 and January 29, 1994 set forth at pages 32 through 58 in Broadway's Annual Report on Form 10-K for the year ended January 28, 1995, a copy of which is filed as Exhibit (g)(1) hereto; (2) Unaudited Financial Statements of Broadway as of and for the 26 weeks ended July 29, 1995 and July 30, 1994 set forth at pages 4 through 7 in Broadway's Quarterly Report on Form 10-Q for the quarter ended July 29, 1995, a copy of which is filed as Exhibit (g)(2) hereto; (3) Audited Financial Statements of Federated as of and for the 52 weeks ended January 28, 1995 and January 29, 1994 set forth at pages F-1 through F-34 in Federated's Annual Report on Form 10-K for the year ended January 28, 1995, a copy of which is filed as Exhibit (g)(3) hereto; (4) Unaudited Financial Statements of Federated as of and for the 26 weeks ended July 29, 1995 and July 30, 1994 set forth at pages 2 through 8 in Federated's Quarterly Report on Form 10-Q for the quarter ended July 29, 1995, a copy of which is filed as Exhibit (g)(4) hereto; Item 8. Additional Information (a)-(d) Not applicable. (e) All of the information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference. Item 9. Material to be Filed as Exhibits (a) (1) Notice of Change in Control and Offer to Purchase dated November 8, 1995 (2) Change in Control Purchase Notice and Letter of Transmittal (3) Notice of Guaranteed Delivery (4) Notice of Withdrawal (5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (6) Form of Letter for use by Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (7) Guidelines for Certification of Taxpayer Identification Number Substitute Form W-9 (8) Text of Summary Advertisement published on November 8, 1995 (b) Not applicable. (c)(1) Indenture, dated as of December 21, 1993, between Broadway (formerly known as Carter Hawley Hale Stores, Inc.) and Bankers Trust Company, as Trustee (successor in such capacity to Continental Bank, National Association), relating to the Notes (incorporated by reference to Exhibit 4.1 to Broadway's Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on January 7, 1994) (2) Supplemental Indenture, dated as of October 11, 1995, between Broadway and Bankers Trust Company, as Trustee, relating to the Notes (d)-(f) Not applicable. -3- (g) (1) Audited Financial Statements of Broadway as of and for the 52 weeks ended January 28, 1995 and January 29, 1994 (incorporated by reference to pages 32 through 58 in Broadway's Annual Report on Form 10-K for the fiscal year ended January 28, 1995 filed with the Commission) (2) Unaudited Financial Statements of Broadway as of July 29, 1995 and for the 26 weeks ended July 29, 1995 and July 30, 1994 (incorporated by reference to pages 4 through 7 in Broadway's Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 1995 filed with the Commission) (3) Audited Financial Statements of Federated as of and for the 52 weeks ended January 28, 1995 and January 29, 1994 (incorporated by reference to pages F-1 through F-34 in Federated's Annual Report on Form 10-K for the fiscal year ended January 28, 1995 filed with the Commission) (4) Unaudited Financial Statements of Federated as of July 29, 1995 and for the 26 weeks ended July 29, 1995 and July 30, 1994 (incorporated by reference to pages 2 through 8 in Federated's Quarterly Report on Form 10-Q for the fiscal quarter ended July 28, 1995 filed with the Commission) -4- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 8, 1995 BROADWAY STORES, INC. By: /s/ Dennis J. Broderick ------------------------------- Dennis J. Broderick Vice President FEDERATED DEPARTMENT STORES, INC. By: /s/ Dennis J. Broderick ------------------------------- Dennis J. Broderick Senior Vice President -5- Exhibit Index ------------- Sequentially Numbered Exhibits Page -------- (a)(1) Notice of Change in Control and Offer to Purchase dated November 8, 1995 . . . . . . . . . . . . . . . (a)(2) Change in Control Purchase Notice and Letter of Transmittal . . . . . . . . . . . . . . . . . . . . . (a)(3) Notice of Guaranteed Delivery . . . . . . . . . . . . (a)(4) Notice of Withdrawal . . . . . . . . . . . . . . . . (a)(5) Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees . . . . . . . . . . . . (a)(6) Form of Letter for use by Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees (a)(7) Guidelines for Certification of Taxpayer Identification Number Substitute Form W-9 . . . . . . (a)(8) Text of Summary Advertisement published on November 8, 1995 . . . . . . . . . . . . . . . . . . (c)(1) Indenture, dated as of December 21, 1993, between Broadway (formerly known as Carter Hawley Hale Stores, Inc.) and Bankers Trust Company, as Trustee (successor in such capacity to Continental Bank, National Association), relating to the Notes (incorporated by reference to Exhibit 4.1 to Broadway's Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on January 7, 1994) . . . . . . . . . . N/A (c)(2) Supplemental Indenture, dated as of October 11, 1995, between Broadway and Bankers Trust Company, as Trustee, relating to the Notes . . . . . . . . . . . (g)(1) Audited Financial Statements of Broadway as of and for the 52 weeks ended January 28, 1995 and January 29, 1994 (incorporated by reference to pages 32 through 58 in Broadway's Annual Report on Form 10-K for the fiscal year ended January 28, 1995 filed with the Commission) . . . . . . . . . . . . . . . . . . . N/A (g)(2) Unaudited Financial Statements of Broadway as of July 29, 1995 and for the 26 weeks ended July 29, 1995 and July 30, 1994 (incorporated by reference to pages 4 through 7 in Broadway's Quarterly Report on Form 10-Q for the fiscal quarter ended July 29, 1995 filed with the Commission) . . . . . . . . . . . . . N/A (g)(3) Audited Financial Statements of Federated as of and for the 52 weeks ended January 28, 1995 and January 29, 1994 (incorporated by reference to pages F-1 through F-34 in Federated's Annual Report on Form 10-K for the fiscal year ended January 28, 1995 filed with the Commission) . . . . . . . . . . . . . . . . N/A (g)(4) Unaudited Financial Statements of Federated as of July 29, 1995 and for the 26 weeks ended July 29, 1995 and July 30, 1994 (incorporated by reference to pages 2 through 8 in Federated's Quarterly Report on Form 10-Q for the fiscal quarter ended July 28, 1995 filed with the Commission) . . . . . . . . . . . . . N/A -6- EX-99.(A)(1) 2 Exhibit (a)(1) BROADWAY STORES, INC. Notice of Change in Control and Offer to Purchase for Cash Any and All of Its 6-1/4% Convertible Senior Subordinated Notes Due 2000 - --------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 1995 AND MAY NOT BE EXTENDED EXCEPT AS REQUIRED BY APPLICABLE LAW. - --------------------------------------------------------------------------- Broadway Stores, Inc. ("Broadway") hereby offers to purchase for cash any and all of its 6-1/4% Convertible Senior Subordinated Notes Due 2000 (the "Notes") at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to December 8, 1995 (the "Change in Control Purchase Date"), which will be $1,027.43 per $1,000 principal amount of Notes (the "Change in Control Purchase Price"), on the terms and subject to the conditions set forth in this Notice of Change in Control and Offer to Purchase (this "Offer to Purchase") and in the related Change in Control Purchase Notice and Letter of Transmittal (the "Letter of Transmittal") (which together constitute the "Offer"). Any holder of Notes (a "Holder") desiring to tender all or any portion of such Holder's Notes should either (i) complete and sign the Letter of Transmittal (or a facsimile thereof) in accordance with the instructions set forth in the Letter of Transmittal and mail or deliver such manually signed Letter of Transmittal (or such manually signed facsimile thereof), together with the certificates representing the tendered Notes and any other required documents, to Bankers Trust Company (the "Paying Agent") or transfer such Notes into the account of the Paying Agent at a Book-Entry Transfer Facility (as defined below) pursuant to the procedure for book- entry transfer set forth in "The Offer -- Procedures for Tendering Notes" or (ii) request such Holder's broker, dealer, commercial bank, trust company, or other nominee to effect the transaction for such Holder. Any person who beneficially owns Notes through an account or other arrangement with a broker, dealer, commercial bank, trust company, or other nominee must contact that entity if such person desires to tender his, her, or its Notes. Any Holder who desires to tender such Holder's Notes and whose certificates representing such Notes are not immediately available or who cannot comply with the procedures for book-entry transfer on a timely basis may tender such Notes by following the procedures for guaranteed delivery set forth in "The Offer -- Procedures for Tendering Notes." Any questions or requests for assistance or for additional copies of this Offer to Purchase, the Letter of Transmittal, or other offer materials may be directed to the Paying Agent at the telephone number and addresses set forth on the back cover of this Offer to Purchase. You may also contact your broker, dealer, commercial bank, or trust company for assistance concerning the Offer. November 8, 1995 To the Holders of 6-1/4% Convertible Senior Subordinated Notes of Broadway Stores, Inc.: INTRODUCTION Broadway hereby offers to purchase for cash any and all of the Notes at the Change in Control Purchase Price on the terms and subject to the conditions of the Offer. All Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date will be purchased at the Change in Control Purchase Price on the terms and subject to the conditions of the Offer. As of the date of this Offer to Purchase, Notes having an aggregate principal amount of $143,750,000 are outstanding. The Offer is being made pursuant to the Indenture governing the Notes (as amended and supplemented, the "Indenture"), which requires Broadway to purchase the Notes, at the option of the Holder thereof, following a Change in Control (as defined in the Indenture). A Change in Control occurred on October 11, 1995, when a subsidiary of Federated Department Stores, Inc. ("Federated") merged with and into Broadway, with Broadway being the surviving corporation in such merger (the "Merger"). The Merger was effected in accordance with the provisions of an Agreement and Plan of Merger, dated as of August 14, 1995, which was approved by Broadway's Board of Directors and adopted by the requisite vote of Broadway's stockholders. At the effective time of the Merger, each outstanding share of Common Stock of Broadway ("Broadway Common Stock") not owned directly or indirectly by Federated was converted into the right to receive 0.27 shares of Common Stock of Federated ("Federated Common Stock"). Consequently, on the terms and subject to the conditions set forth in the Indenture, each Note is now convertible into the number of shares of Federated Common Stock that would have been received in the Merger by a holder of the number of shares of Broadway Common Stock deliverable upon such conversion immediately prior to the Merger. For example, a Note in the principal amount of $1,000 that was convertible immediately prior to the Merger into 82.03 shares of Broadway Common Stock (i.e., at a conversion price of $12.19 per share of Broadway Common Stock) is now convertible into 22.15 shares of Federated Common Stock (i.e., at a conversion price of $45.15 per share of Federated Common Stock) (subject to adjustment from time to time as provided in the Indenture and the right to make cash payments in lieu of fractional shares). On November 7, 1995, the last reported sale price per share of Federated Common Stock on the New York Stock Exchange was $26.875. Additional information regarding Federated and Federated Common Stock is contained in the Proxy Statement/Prospectus, dated September 12, 1995, delivered to Broadway's stockholders in connection with the Merger, a copy of which is being provided to Holders herewith solely for their information (and without any implication that there has been no change in the affairs of Federated or Broadway since the date thereof or that the information contained therein is correct as of any time subsequent to the date thereof). In connection with the Merger, a supplement to the Indenture was executed by Bankers Trust Company, as trustee, Broadway, and Federated, pursuant to which Federated agreed to provide Broadway with a number of shares of Federated Common Stock sufficient to permit the conversion of all outstanding Notes into shares of Federated Common Stock as provided in the Indenture. Bankers Trust Company serves as both the Paying Agent and the Conversion Agent (as defined in the Indenture) for the Notes. The telephone number and addresses of Bankers Trust Company for use in connection with the Offer are set forth on the back cover of this Offer to Purchase. Following the valid tender of Notes pursuant to one of the procedures described in "The Offer -- Procedures for Tendering Notes," the Holder of the Notes so tendered will have no further rights in respect of such Notes except the right to receive the Change in Control Purchase Price therefor, without any interest thereon. Any Holder that has tendered Notes will have the right to withdraw such Notes by presenting a Notice of Withdrawal, in the form provided herewith, properly completed and signed, prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date. See "The Offer -- Withdrawal Rights." Notes validly tendered pursuant to the Offer may thereafter be converted into shares of Federated Common Stock only to the extent that they have been validly withdrawn. In addition, in order to convert Notes into shares of Federated Common Stock, the Holder of such Notes must satisfy the additional requirements set forth in the Indenture and the Notes. Holders should carefully read and follow the instructions set forth in this Offer to Purchase, the Letter of Transmittal, and, if applicable, the enclosed Notice of Withdrawal. -2- THE OFFER Payment for Notes On the terms and subject to the conditions of the Offer, Broadway will purchase for cash any and all Notes validly tendered and not withdrawn prior to the expiration of the Offer at the Change in Control Purchase Price ($1,027.43 for each $1,000 principal amount of outstanding Notes tendered). The Offer will expire at 5:00 p.m., New York City time, on the Change in Control Purchase Date (Friday, December 8, 1995) and may not be extended except as required by applicable law. Following the valid tender of Notes pursuant to the Offer, unless such Notes are validly withdrawn as described in "The Offer -- Withdrawal Rights," the Holder of the Notes so tendered will have no further rights in respect of such Notes except the right to receive the Change in Control Purchase Price therefor, without any interest thereon. On the terms and subject to the conditions of the Offer, the Change in Control Purchase Price for validly tendered Notes will be paid to Holders promptly following the later of (i) the Change in Control Purchase Date and (ii) the time of delivery of such Notes to the Paying Agent. In all cases, payment for Notes purchased pursuant to the Offer will be made only after timely receipt by the Paying Agent of (a) certificates representing such Notes or timely confirmation (a "Book-Entry Confirmation") of the book-entry transfer of such Notes into the Paying Agent's account at The Depository Trust Company, the Midwest Securities Trust Company, or the Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility" and, collectively, the "Book-Entry Transfer Facilities") in accordance with the procedures described in "-- Procedure for Tendering Notes," (b) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message (as hereafter defined) in the case of a book-entry transfer, and (c) all other documents required by the Letter of Transmittal. The term "Agent's Message" means a message, transmitted by a Book-Entry Transfer Facility to, and received by, the Paying Agent and forming a part of a Book-Entry Confirmation, which states that such Book-Entry Transfer Facility has received an express acknowledgment from the participant in such Book-Entry Transfer Facility tendering the Notes which are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal, and that Broadway may enforce such agreement against such participant. Payment for Notes pursuant to the Offer will be made by deposit of the purchase price therefor with the Paying Agent on or before the business day following the Change in Control Purchase Date. If on the business day following the Change in Control Purchase Date the Paying Agent holds, in accordance with the terms of the Indenture, money sufficient to pay the Change in Control Purchase Price for Notes validly tendered and not withdrawn pursuant to the Offer, then, on and after the Change in Control Purchase Date, such Notes will cease to be outstanding and interest on such Notes will cease to accrue and will be deemed paid, and all other rights of the Holder in respect thereof will terminate (other than the right to receive the Change in Control Purchase Price upon delivery of such Notes). Procedure for Tendering Notes Introduction. Notes may be tendered only in denominations of $1,000 principal amount or integral multiples thereof. For Notes to be validly tendered pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and all other documents required by the Letter of Transmittal, must be received by the Paying Agent at one of its addresses set forth on the back cover of this Offer to Purchase, and either (i) certificates representing Notes must be received by the Paying Agent, together with the Letter of Transmittal (or facsimile thereof), at either such address, or such Notes must be tendered pursuant to the procedures for book-entry tender described below and a Book-Entry Confirmation received by the Paying Agent, in each case prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date, or (ii) the guaranteed delivery procedure described below must be complied with. Notes may be tendered only by the registered holder (which, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a securities position listing as the owner) thereof or by person(s) authorized to become registered holder(s) of such Notes by endorsements or documents transmitted with the Letter of Transmittal. -3- The Notes are presently represented by a global security which was issued in the name of The Depository Trust Company or its nominee and deposited with or on behalf of The Depository Trust Company. As a result, The Depository Trust Company is considered the sole registered owner of the Notes for all purposes under the Indenture, and each beneficial owner of Notes must rely on the procedures of The Depository Trust Company and, if such beneficial owner is not a participant therein, on the participant therein through which such beneficial owner beneficially owns Notes, to tender Notes pursuant to the Offer. Any person who beneficially owns Notes through an account or other arrangement with a broker, dealer, commercial bank, trust company, or other nominee must contact that entity if such person desires to tender his, her, or its Notes pursuant to the Offer. Book-Entry Transfer. The Paying Agent has established, or promptly after the date of this Offer to Purchase will establish, accounts with respect to the Notes at the Book-Entry Transfer Facilities for purposes of the Offer. Any financial institution that is a participant in a Book-Entry Transfer Facility's system may make book-entry delivery of Notes by causing such Book-Entry Transfer Facility to transfer such Notes into the Paying Agent's account in accordance with such Book-Entry Transfer Facility's procedure for such transfer. Although delivery of Notes may be effected through book-entry transfer to the Paying Agent's account at a Book-Entry Transfer Facility, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message, and all other documents required by the Letter of Transmittal, must, in any case, be transmitted to and received by the Paying Agent at its address set forth on the back cover of this Offer to Purchase prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date, or the guaranteed delivery procedure described below must be complied with. Signature Guarantees. All signatures on the Letter of Transmittal must be guaranteed by an Eligible Institution unless the Notes are tendered (i) by a registered holder of such Notes, and neither the "Special Payment Instructions" box nor the "Special Delivery Instructions" box in the Letter of Transmittal is completed, or (ii) for the account of a member (each, an "Eligible Institution") of a signature guarantee program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If the certificates representing Notes are registered in the name of a person other than the signer of the Letter of Transmittal or if payment is to be made or certificates for unpurchased Notes are to be issued or returned to a person other than the registered holder, the certificates representing Notes must be endorsed or accompanied by appropriate note powers, in either case signed exactly as the name or names of the registered holder or holders appear on the certificates, with the signatures on the certificates or note powers guaranteed as provided in the Letter of Transmittal. The method of delivery of all required documents is at the election and risk of each Holder. If delivery is by mail, the use of registered mail with return receipt requested, properly insured, is recommended. Guaranteed Delivery. If a Holder desires to tender Notes pursuant to the Offer and such Holder's certificates representing Notes are not immediately available or such Holder cannot deliver such Holder's certificates and all other required documents to the Paying Agent prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date, or if the procedure for book-entry transfer cannot be completed on a timely basis, such Notes may nevertheless be tendered if all of the following guaranteed delivery procedures are complied with: (i) such tenders are made by or through an Eligible Institution; (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided herewith, is received by the Paying Agent as provided below prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date, and (iii) the certificates for all physically delivered Notes in proper form for transfer or a Book-Entry Confirmation, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and all other documents required by the Letter of Transmittal, are received by the Paying Agent within three business days after the date of such Notice of Guaranteed Delivery. -4- The Notice of Guaranteed Delivery may be delivered by hand or transmitted by telegram, facsimile transmission, or mail to the Paying Agent and must include a signature guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery unless such tender is for the account of an Eligible Institution (in which case no signature guarantee is required). In all cases, payment for Notes tendered pursuant to the Offer will be made only after timely receipt by the Paying Agent of certificates representing such Notes or of a Book-Entry Confirmation relating to such Notes and a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and all other documents required by the Letter of Transmittal. Backup Withholding. Under the federal income tax backup withholding rules, unless an exception applies under the applicable laws and regulations, the Paying Agent will be required to withhold, and will withhold, 31% of the gross proceeds otherwise payable to a Holder or other payee pursuant to the Offer, unless the Holder or other payee provides such Holder's taxpayer identification number ("TIN") and certifies that such number is correct and that such Holder or other payee is not subject to backup withholding. Therefore, unless such an exception applies and is proved in a manner satisfactory to Broadway and the Paying Agent, each tendering Holder and, if applicable, each other payee, should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal, in order to provide the information and certification necessary to avoid backup withholding. General. In order for any tender of Notes to be valid, it must be in proper form. All questions as to the form of documents and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of Notes will be determined by Broadway, in its sole discretion, which determination will be final and binding on all parties, in the absence of manifest error. Broadway reserves the right to waive any defect or irregularity in the tender of any Notes. No tender of Notes will be deemed to have been validly made until all defects and irregularities have been cured or waived. None of Broadway, Federated, the Paying Agent, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Broadway's interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and instructions thereto) will be final and binding, in the absence of manifest error. The tender of Notes pursuant to one of the procedures described above will constitute a binding agreement between the tendering Holder and Broadway on the terms and subject to the conditions of the Offer, including the tendering Holder's representation and warranty that (i) such Holder has full power and authority to tender, sell, assign, and transfer such Notes and (ii) when the same are paid for, Broadway will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, restrictions, charges, and encumbrances and will not be subject to any adverse claim. Withdrawal Rights Notes tendered pursuant to the Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date. For a withdrawal to be effective, a written, telegraphic, or facsimile Notice of Withdrawal, in the form provided by Broadway herewith, must be timely received by the Paying Agent at its address set forth on the back cover of this Offer to Purchase. The Notice of Withdrawal must specify the name of the person who tendered the Notes to be withdrawn, the principal amount of Notes to be withdrawn, and the principal amount of Notes to remain tendered. If certificates representing Notes have been delivered or otherwise identified to the Paying Agent, then, prior to the release of such certificates, the tendering Holder must also submit the serial numbers shown on the particular certificates representing the Notes to be withdrawn and, unless such Notes have been tendered for the account of an Eligible Institution, the signature(s) on the Notice of Withdrawal must be guaranteed by an Eligible Institution. If Notes have been tendered pursuant to the procedures for book-entry transfer described in "-- Procedure for Tendering Notes," any Notice of Withdrawal must also specify the name and number of the account at the appropriate Book-Entry Transfer Facility to be credited with the withdrawn Notes and otherwise comply with the procedures of such facility. -5- All questions as to the form and validity (including time of receipt) of any Notice of Withdrawal will be determined by Broadway, in its sole discretion, which determination will be final and binding on all parties in the absence of manifest error. None of Broadway, Federated, the Paying Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give such notification. Withdrawals may not be rescinded, and any Notes properly withdrawn will thereafter be deemed not validly tendered for purposes of the Offer, but may be retendered at any subsequent time prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date by again following the procedures described in "-- Procedure for Tendering Notes." Pursuant to the terms of the Indenture, any Note that is tendered in the Offer may not be converted into shares of Federated Common Stock unless and until such Note is withdrawn, and the additional requirements for conversion set forth in the Notes and the Indenture are satisfied. Source and Amount of Funds Assuming that Broadway purchases all of the outstanding Notes at the Change in Control Purchase Price, the Company expects the aggregate cost of the Offer, including all fees and expenses applicable to the Offer, to be approximately $147.8 million, which would be funded by equity contributions made by Federated to Broadway. Federated has made or will make such equity contributions from the net proceeds of the offering and sale by Federated of $350.0 million aggregate principal amount of its 5% Convertible Subordinated Notes Due 2003 (the "New Federated Convertible Notes"), which offering was completed in September 1995. Absence of Organized Trading Market The Notes are not listed or admitted to trading on any national securities exchange or other securities market. Accordingly, neither sales prices nor bid quotations with respect to the Notes are reported in the consolidated transaction reporting system of any exchange or the National Association of Securities Dealers, Inc. Automated Quotation System or any comparable system. Any person who beneficially owns Notes is urged to contact his, her, or its broker, dealer, commercial bank, trust company, or other financial professional to seek to obtain information regarding the prices at which recent transactions, if any, involving the purchase and sale of Notes have been effected. Condition to the Offer Notwithstanding any other provision of this Offer, no Notes will be purchased pursuant to the Offer if there shall have occurred (prior to, on, or after, as the case may be, the tender of Notes pursuant to the Offer) and be continuing an Event of Default (as defined in the Indenture) other than a default in the payment of the Change in Control Purchase Price with respect to the Notes. Certain Federal Income Tax Considerations The following discussion summarizes certain federal income tax consequences of the Offer. This summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder, Internal Revenue Service ("IRS") rulings, and judicial decisions, all as in effect on the date of this Offer to Purchase, and all of which are subject to change, possibly with retroactive effect. No ruling as to any matter discussed in this summary has been requested or received from IRS. This summary does not address all of the federal income tax consequences that may be relevant to a Holder in light of such Holder's particular tax situation or to certain classes of Holders subject to special treatment under the federal income tax laws (for example, dealers in securities, banks, insurance companies, subchapter S corporations, nonresident aliens, foreign corporations, tax-exempt entities, employee stock ownership plans, individual retirement and other tax deferred accounts, and persons who hold the Notes as a hedge, who have otherwise hedged the risk of holding Notes, who hold the Notes as part of a straddle with other investments, or who hold the Notes in connection with a conversion transaction), nor does it address any aspect of gift, -6- estate, state, local, or foreign taxation. This discussion is directed at Holders who are United States persons and assumes that the Notes are held as "capital assets" within the meaning of section 1221 of the Code. Holders of Notes are urged to consult their own tax advisors regarding the tax consequences of tendering or failing to tender their Notes, including the application and effect of any gift, estate, applicable state, local, or foreign income or other tax laws. The receipt of cash by a Holder in a sale pursuant to the Offer will be a taxable transaction to such Holder for federal income tax purposes. A Holder will generally recognize capital gain (subject to the market discount rules discussed below) or loss on the sale of a Note in an amount equal to the difference between (i) the amount of cash received for such Note, other than the portion of such amount that is properly allocable to accrued interest, which will be taxed as ordinary income, and (ii) the Holder's "adjusted tax basis" for such Note at the time of the sale. Such capital gain or loss will be long-term if the Holder held the Note for more than one year at the time of such sale. Generally, a Holder's adjusted tax basis for a Note will be equal to the cost of the Note to such Holder, less payments (other than interest payments) made on the Notes. If applicable, a Holder's tax basis in a Note also would be increased by any market discount previously included in income by such Holder pursuant to an election to include market discount in gross income currently as it accrues, and would be reduced by the accrual of amortizable bond premium which the Holder has previously elected to deduct from gross income on an annual basis. Tendering Holders should consult their own tax advisors with respect to the tax consequences to them of the receipt of cash in a sale pursuant to the Offer. An exception to the capital gain treatment described above may apply to a Holder who purchased a Note at a "market discount." Subject to a statutory de minimis exception, market discount is the excess of the face amount of a Note over the Holder's tax basis in such Note immediately after its acquisition by such holder. In general, unless the Holder has elected to include market discount in income currently as it accrues, any gain realized by a Holder on the sale of a Note having market discount in excess of a de minimis amount will be treated as ordinary income to the extent of the market discount that has accrued (on a straight line basis or, at the election of the Holder, on a constant interest basis), while such Note was held by the Holder. Information statements will be provided to the IRS and to Holders whose Notes are sold pursuant to the Offer reporting the payment of the Offer consideration (except with respect to Holders that are exempt from the information reporting rules, such as corporations). For a discussion of the potential application of federal backup withholding, see "-- Procedures For Tendering Notes." Fees and Expenses Bankers Trust Company serves as Paying Agent for the Notes and will receive reasonable and customary compensation for such services. Broadway will also reimburse the Paying Agent for out-of-pocket expenses including reasonable attorney's fees, in connection with the Offer. Broadway will not pay fees or commissions to brokers, dealers, commercial banks, trust companies, or other persons for soliciting acceptances of the Offer. Broadway will, however, on request, reimburse such persons for customary handling and mailing expenses incurred in forwarding materials in respect of the Offer. -7- CERTAIN INFORMATION CONCERNING BROADWAY AND FEDERATED General Broadway is an operator of department stores in California and the Southwestern United States, with 82 department stores in five states as of the date of this Offer to Purchase. As a result of the Merger, on October 11, 1995, Broadway became a subsidiary of Federated. Federated is one of the leading operators of full-line department stores in the United States, with 441 department stores in 34 states as of the date of this Offer to Purchase, including the 82 stores acquired in its acquisition of Broadway. As of the date of this Offer to Purchase, Federated also operates 152 specialty and clearance stores and a mail order catalog business. Federated's department stores sell a wide range of merchandise, including men's, women's, and children's apparel and accessories, cosmetics, home furnishings, and other consumer goods, and are diversified by size of store, merchandising character, and character of community served. Federated's department stores are located at urban or suburban sites, principally in densely populated areas across the United States. Federated has announced that it intends to close all of its six remaining Macy's close-out stores by the end of fiscal 1995 and that it intends to explore the possibility of selling the specialty store operations that were acquired in Federated's acquisition of R.H. Macy & Co., Inc. ("Macy's") in December 1994. In addition, Federated anticipates that a number of the stores acquired in its acquisition of Broadway will be disposed of (although, as of the date of this Offer to Purchase, Federated has not entered into any agreement providing for such disposition and there can be no assurance that Federated will do so or as to the timing or terms thereof), and that Broadway's retained department stores will be converted into Macy's or Bloomingdale's stores commencing in 1996. The principal executive office of Broadway is located at 3880 North Mission Road, Los Angeles, California 90031, and the principal executive offices of Federated are located at 151 West 34th Street, New York, New York 10001 and 7 West Seventh Street, Cincinnati, Ohio 45202. Unaudited Pro Forma Financial Information The following unaudited pro forma financial statements of Federated gives effect to (i) the consummation of the Merger, (ii) the purchase (the "Debt Purchase") by a subsidiary of Federated ("FNC II") from The Prudential Insurance Company of America of certain mortgage indebtedness of Broadway (the "Broadway/Prudential Mortgage Debt") for consideration consisting of a $242,322,613 promissory note of FNC II and 6,751,055 shares of Federated Common Stock, and (iii) the issuance and sale of $350.0 million aggregate principal amount of New Federated Convertible Notes and $400.0 million aggregate principal amount of 8.125% Senior Notes due 2002 of Federated (the "New Senior Notes") pursuant to public offerings (collectively, the "Debt Offerings") and the application of the net proceeds thereof to prepay and redeem the entire outstanding principal amount of Senior Convertible Discount Notes Due 2004 of Federated (the "Old Federated Convertible Notes"), to repurchase the entire outstanding principal amount of the Notes pursuant to the Offer, and to temporarily reduce Federated's revolving credit borrowings, in each case as if the foregoing transactions had been consummated on July 29, 1995, in the case of the Unaudited Pro Forma Balance Sheet at July 29, 1995, and on January 30, 1994, in the case of the Unaudited Pro Forma Statements of Operations for the 26 weeks ended July 29, 1995 and the 52 weeks ended January 28, 1995. Because Federated's acquisition of Macy's on December 19, 1994 was accounted for under the purchase method of accounting, Federated's historical statements of operations give effect to the results of operations of the Macy's business only from and after such date. The Unaudited Pro Forma Statements of Operations for the 52 weeks ended January 28, 1995 gives effect to Federated's acquisition of Macy's as if such acquisition had been consummated on January 30, 1994 rather than on December 19, 1994. Although certain unaudited historical financial information of Broadway is included in the following unaudited pro forma financial statements of Federated, separate unaudited pro forma financial statements of Broadway are not presented herein. As the surviving corporation in the Merger, Broadway continues to exist as a separate legal entity with sole responsibility for the performance and discharge of its obligations and liabilities, including without limitation the Notes. In connection with the Merger, among other things, the size of Broadway's working capital credit facility was increased to $250.0 million from $225.0 million and approximately $88.4 million of Broadway's mortgage -8- indebtedness was converted from nonrecourse indebtedness to recourse indebtedness. It is anticipated that Broadway will incur various non-recurring charges in connection with the Merger and the consolidation of its business with Federated's other businesses, and that a number of Broadway's stores will be sold or otherwise disposed of (although, as of the date of this Offer to Purchase, Federated has not entered into any agreement providing for such disposition and there can be no assurance that Federated will do so or as to the timing or terms thereof). The purchase by Broadway of all of the Notes would have the effect of reducing Broadway's total indebtedness by approximately $143.8 million (see "The Offer -- Source and Amount of Funds") and reducing Broadway's annual interest expense by approximately $9.0 million. The following unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what Federated's actual financial position or results of operations would have been had the foregoing transactions, including the acquisition of Macy's, been consummated on such dates, nor does it give effect to (i) any transactions other than those discussed in the first paragraph above or in the accompanying Notes to Summary Unaudited Pro Forma Financial Information, (ii) Federated's or Broadway's results of operations since July 29, 1995, (iii) the synergies, cost savings, and non-recurring charges expected to result from the Merger and from the acquisition of Macy's, or (iv) the effects of sales of stores which may occur subsequent to the Merger. Accordingly, the pro forma financial information does not purport to be indicative of Federated's financial position or results of operations as of the date of this Offer to Purchase or for any period ended on the date of this Offer to Purchase or as of or for any other future date or period. The following unaudited pro forma financial information is based in part on the historical financial statements of Federated and Broadway (and, with respect to the 52 weeks ended January 28, 1995, certain financial data of Macy's) and should be read in conjunction with such historical financial statements, the related notes, and the other information contained herein. The historical financial statements of Federated, Broadway, and Macy's are contained in their respective Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which may be obtained in the manner set forth in "-- Additional Information." Certain items derived from Broadway's historical financial statements have been reclassified to conform to the pro forma presentation. In the preparation of the following unaudited pro forma financial information, it has been generally assumed that the historical book value of Broadway's assets approximates the fair value thereof, as an independent valuation has not been completed. Federated will be required to determine the fair value of the assets of Broadway (including intangible assets) as of the effective time of the Merger. Although such determination of fair value is not presently expected to result in values that are materially greater or less than the values assumed in the preparation of the following unaudited pro forma financial information, there can be no assurance with respect thereto. The retail business is seasonal in nature, with a higher proportion of sales and earnings usually being generated in the months of November and December than in other periods. Because of this seasonality and other factors, results of operations for an interim period are not necessarily indicative of results of operations for an entire fiscal year. -9-
UNAUDITED PRO FORMA BALANCE SHEET July 29, 1995 (in thousands) Historical Pro Forma Adjustments ------------------------- ----------------------- Federated Broadway Debit Credit Pro Forma --------- --------- -------- ------ --------- ASSETS: Current Assets: Cash . . . . . . . . . . . . . . . . $ 238,173 $ 15,901 $ $ 8,000(b) $ 246,074 Accounts receivable . . . . . . . . . 2,157,512 559,939 2,717,451 Merchandise inventories . . . . . . . 2,694,564 390,825 12,313(b) 3,054,164 18,912(b) Supplies and prepaid expenses . . . . 107,509 25,418 15,800(b) 117,127 Deferred income taxes . . . . . . . . 198,123 198,123 ----------- ---------- ----------- Total Current Assets . . . . . . . . 5,395,881 992,083 6,332,939 Property and Equipment - net . . . . . 5,261,698 885,002 6,146,700 Intangible Assets - net . . . . . . . . 1,027,033 ------ 123,831(b) 1,150,864 Notes Receivable . . . . . . . . . . . 407,276 ------ 407,276 Other Assets . . . . . . . . . . . . . 365,436 34,521 20,725(a) 20,757(b) 399,925 ------------ ----------- ---------- -------- ---------- Total Assets . . . . . . . . . . . $12,457,324 $ 1,911,606 $ 144,556 $75,782 $14,437,704 =========== =========== ========== ======== =========== LIABILITIES AND SHAREHOLDERS' EQUITY: Current Liabilities: Short-term debt . . . . . . . . . . . $ 259,988 $ 58,426 $ 251,676(a) $ 66,738 Accounts payable and accrued liabilities . . . . . . . . . . . . 2,139,335 220,324 1,173(a) 2,358,486 Income taxes . . . . . . . . . . . . 35,729 824 36,553 ----------- ---------- ----------- Total Current Liabilities . . . . . 2,435,052 279,574 2,463,667 Long-Term Debt . . . . . . . . . . . . 5,121,445 1,208,648 421,150(c) 242,323(c) 6,423,667 477,599(a) 750,000(a) Deferred Income Taxes . . . . . . . . 873,285 14,850 888,135 Other Liabilities . . . . . . . . . . 503,223 103,121 4,300(b) 7,718(b) 607,579 2,183(b) Shareholders' Equity . . . . . . . . . 3,524,319 305,413 305,413(b) 352,227(b) 4,056,546 180,000(c) ----------- ---------- --------- ---------- ----------- Total Liabilities and Shareholders' Equity . . . . . . $12,457,324 $ 1,911,606 $1,463,494 $1,532,268 $14,437,704 =========== =========== ========== ========== ===========
See accompanying Notes to Unaudited Pro Forma Financial Information. -10-
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS For the 26 Weeks Ended July 29, 1995 (in thousands, except for per share data) Historical Pro Forma Adjustments ----------------------- --------------------- Federated Broadway Debit Credit Pro Forma --------- -------- ----- ------ ---------- Net sales, including leased department sales . . . . . . $ 6,035,255 $ 884,550 $ $ $ 6,919,805 ----------- ---------- ----------- Cost of sales . . . . . . . . 3,686,836 676,550 ---- (a) 103,075 (d) 4,276,111 15,800 (b) Selling, general and admini- strative expenses . . . . . . 2,137,846 226,247 3,096 (c) 2,470,264 103,075 (d) Business integration and consolidation expenses . . . 172,345 ---- 172,345 Charitable contribution to Federated Department Stores Foundation . . . . . . . . . 25,581 ---- 25,581 ----------- ----------- ------------ Operating income (loss). . . . 12,647 (18,247) (24,496) Interest expense . . . . . . . (223,558) (62,499) 8,983 (e) 28,486 (f) (2,471) 4,083 (g) Interest income . . . . . . . 22,790 ---- 22,790 ----------- ----------- ------------ Loss before income taxes . . . (188,121) (80,746) (264,177) Federal, state and local income tax benefit . . . . . 64,196 ---- 29,914 (h) 94,110 ----------- ----------- ------------ Net loss . . . . . . . . . . . $ (123,925) $ (80,746) $ (170,067) =========== =========== ============ OTHER INCOME STATEMENT DATA EBITDA (i) . . . . . . . . . . $ 441,354 $ 425 $ 425,979 Loss per share of common stock (0.68) (1.72) (0.84) Deficiency of earnings to fixed charges . . . . . . . . . . 188,807 81,260 265,377
See accompanying Notes to Unaudited Pro Forma Financial Information. -11-
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS For the 52 Weeks Ended January 28, 1995 (in thousands, except for per share data) Pro Forma Adjustments Pro Forma Adjustments for for Macy's Acquisition the Merger, the Debt Purchase ------------------------- ----------------------------- and the Debt Offerings ---------------------- Historical Historical Federated Debit Credit Pro Forma Broadway Debit Credit Pro Forma ---------- ----- ------ --------- ---------- ----- ------ --------- Net sales, including leased department sales . . . $8,315,877 $ $5,631,177(A) $13,947,054 $2,086,804 $ $ $16,033,858 ---------- ----------- ----------- Cost of sales . . . . . . . . . 5,131,363 3,405,824(A) 8,537,187 1,560,035 295(a) 201,242(d) 9,896,275 Selling, general and administrative expenses . . . . 2,549,122 2,110,615(A) 22,682(D) 4,575,351 463,075 6,192(c) 5,245,860 22,975(B) 84,679(E) 201,242(d) Unusual items . . . . . . . . . 85,867 195,719(A) 281,586 --- --------- Operating income . . . . . . . 549,525 552,930 63,694 610,137 Interest expense . . . . . . . (262,115) 146,104(A) (465,217) (100,904) 17,123(e) 54,253(f) (537,118) 56,998(C) 8,127(g) Interest income . . . . . . . 43,874 255(A) 44,129 --- 44,129 ---------- ---------- --------- -------- Income (loss) before earthquake loss, reorganization items and income taxes . . . . . . 331,284 131,842 (37,210) 117,148 Earthquake loss . . . . . . . --- 15,000 (A) (15,000) --- (15,000) Reorganization items . . . . . --- 50,914(A) 50,914 --- 50,914 ---------- ---------- --------- --------- Income (loss) before income taxes . . . . . . . . . . . . 331,284 167,756 (37,210) 153,062 Federal, state and local income tax expense . . . . . (143,668) 31,003(F) (86,011) (150) 3,336(h) (82,825) 26,654 (A) ---------- ---------- --------- --------- Income (loss) from continuing operations . . . . . . . . . $ 187,616 $ 81,745 $(37,360) $ 70,237 ========== ========== ========= ========= OTHER INCOME STATEMENT DATA EBITDA (i) . . . . . . . . . . $ 921,253 $ 1,303,359 $ 95,770 $1,398,834 Income (loss) from continuing operations per share of common stock . . . . . . . . $ 1.41 $ 0.45 $ (0.80) $ 0.35 Ratio of earnings to fixed charges . . . . . . . . . . . 1.99x 1.28x --- 1.22x Deficiency of earnings to fixed charges . . . . . . . . --- --- 40,022 ---
See accompanying Notes to Unaudited Pro Forma Financial Information. -12- NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION Note 1. Unaudited Pro Forma Balance Sheet Adjustments (a) To record the receipt of net proceeds of the Debt Offerings in the amount of $733.9 million and the application of $307.4 million of such proceeds to prepay and redeem the entire outstanding principal amount of the Old Federated Convertible Notes and the application of $147.7 million of such proceeds to repurchase the entire outstanding principal amount of the Notes. (b) To record: (i) the Merger, which will be accounted for under the purchase method of accounting, and the assumed issuance of 12,692,852 shares of Federated Common Stock at an assumed per share price of $27.75 (which was the closing price of such shares on the New York Stock Exchange on October 10, 1995); (ii) adjustments to reflect the net assets acquired at fair value; and (iii) the excess of cost over net assets acquired, all as set forth below:
Debit Credit Description ----- ------ ----------- (in thousands) Cash . . . . . . . . . . . . . . $ $ 8,000 Payment of transaction costs Merchandise inventories . . . . . 12,313 Elimination of Broadway's last-in, first-out ("LIFO") adjustment 18,912 Elimination of indirect costs capitalized in Broadway's inventory Supplies and prepaid expenses . . 15,800 Elimination of deferred expenses of Broadway Intangible assets - net . . . . . 123,831 To record excess of cost over net assets Other assets . . . . . . . . . . 20,757 Elimination of deferred financing costs of Broadway Other liabilities . . . . . . . . 7,718 Adjustment to fair value of Broadway's pension liability 4,300 Adjustment to fair value of Broadway's other postretirement benefits liabilities 2,183 Elimination of Broadway's rent abatement reserve Shareholders' equity . . . . . . 305,413 Elimination of Broadway's shareholders' equity 352,227 Issuance of equity pursuant to the Merger -------- -------- $435,727 $435,727 ======== ========
(c) To record the purchase by FNC II of the Broadway/Prudential Mortgage Debt for consideration assumed to consist of a $242,322,613 promissory note of FNC II and 6,751,055 shares of Federated Common Stock. Note 2. Unaudited Pro Forma Statements of Operations for the 26 Weeks Ended July 29, 1995 and the 52 Weeks Ended January 28, 1995--Adjustments for the Merger, the Debt Purchase, and the Debt Offerings. (a) To adjust Broadway's cost of sales to eliminate the effects of the capitalization of inventory costs which will be expensed subsequent to the Merger. (b) To adjust Broadway's cost of sales to eliminate the effects of deferred expenses written off in connection with the Merger. -13- (c) To record amortization of estimated excess of cost over net assets acquired over an assumed 20-year period. (d) To reclassify buying and occupancy costs as selling, general, and administrative expenses consistent with Federated's accounting policies. (e) To record interest expense on the promissory note issued by FNC II in connection with the purchase of the Broadway/Prudential Mortgage Debt at assumed rates per annum of 7.41% for the 26 weeks ended July 29, 1995 and 7.07% for the 52 weeks ended January 28, 1995. (f) To reverse historical interest expense on the Broadway/Prudential Mortgage Debt purchased by FNC II and to reverse amortization of deferred financing costs. (g) To record interest expense on the New Federated Convertible Notes and the New Federated Senior Notes at interest rates per annum of 5.000% and 8.125% respectively, to reverse historical expense interest at the blended rate of 9.35% per annum for the 26 weeks ended July 29, 1995 and 6.00% per annum for the 52 weeks ended January 28, 1995 on the Old Federated Convertible Notes, to reverse historical interest expense at the rate of 6.25% per annum on the Notes, and reduce interest expense on revolving credit borrowings. (h) To adjust income tax expense (benefit) based upon an assumed composite (federal, state, and local) income tax rate of 41%. (i) EBITDA is defined for purposes of the pro forma information as earnings before interest, taxes, depreciation, amortization, and unusual items. EBITDA does not represent and should not be considered as an alternative to net income or cash flow as determined by generally accepted accounting principles. Note 3. Unaudited Pro Forma Statement of Operations for the 52 Weeks Ended January 28, 1995 -- Adjustments for the Macy's Acquisition (A) To record historical results of Macy's prior to December 19, 1994. (B) To record amortization of excess of cost over net assets acquired over a 20-year period and the fair value of Macy's trade names over a 40- year period. (C) To record interest expense on the indebtedness incurred in connection with the acquisition of Macy's and to reverse historical interest expense on certain indebtedness of Macy's and Federated. (D) To reverse amortization of deferred expense items eliminated in connection with the acquisition of Macy's. (E) To adjust depreciation of Macy's property and equipment to amounts based on fair market value. (F) To adjust income tax expense (benefit) based upon an assumed composite (federal, state, and local) income tax rate of 40%. (G) Although no adjustments have been recorded in the Unaudited Pro Forma Statements of Operations, it is estimated that Federated will have incurred expenses in connection with the consolidation of Federated's and Macy's operations of approximately $270.0 million in the 52 weeks subsequent to the acquisition of Macy's (of which approximately $190.0 million had been expensed through July 29, 1995). -14- Recent Results of Operations On the date of this Offer to Purchase, Federated issued a press release announcing, among other things, that its net income for the 13-week period ended October 28, 1995 was $45.2 million or $0.25 per share, with operating income of $186.6 million or 5.6% of sales, excluding (i) the impact of the Broadway acquisition, which is included in Federated's operating results for the quarter, and (ii) $39.1 million in business integration and consolidation expenses related to the Macy's and Broadway acquisitions and divisional consolidations. Including these items, Federated posted a net loss of $46.4 million or $0.24 per share on operating income of $105.0 million. (Comparisons with the third fiscal quarter of 1994 are not meaningful because of Federated's subsequent acquisitions of Macy's and Broadway.) For the first 39 weeks of 1995, Federated reported a net loss of $170.3 million or $0.91 per share, and operating income of $117.6 million or 1.2% of sales. Excluding the impact of the Broadway acquisition, business integration and consolidations expenses, and a pre-tax charitable contribution of $25.6 million to the Federated Department Stores Foundation, Federated would have posted net income of $41.6 million or $0.23 per share for the first nine months of fiscal 1995, with operating income of $397.2 million or 4.2% of sales. Sales for the third fiscal quarter of 1995 totaled $3,748.4 million ($3,333.5 million excluding Broadway), compared to sales of $1,926.8 million in the same period of 1994. For the first 39 weeks of fiscal 1995, sales totaled $9,783.6 million ($9,368.8 million excluding Broadway), compared to sales of $5,176.5 million for the first nine months of 1994. For comparative and analytical purposes, total 1994 sales for Federated and Macy's stores -- excluding I. Magnin, which has been closed -- were $3,352.6 million in the third fiscal quarter and $9,221.4 million for the first nine months. On this basis, comp-store sales would have increased 1.5% in the third fiscal quarter and 2.9% in the first 39 weeks of 1995. Additional Information Each of Federated and Broadway is (and Macy's previously was) subject to the information and reporting requirements of the Exchange Act, and in accordance therewith files (or, in the case of Macy's, previously filed) periodic reports, proxy statements, and other information with the Securities and Exchange Commission (the "Commission"). Broadway and Federated have also filed an Issuer Tender Offer Statement on Schedule 13E- 4 (the "Schedule 13E-4") with the Commission, which includes certain additional information relating to the Offer. Such reports, proxy statements, and other information may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549; 7 World Trade Center, Suite 1300, New York, New York 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such reports, proxy statements, and other information also can be obtained by mail from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Schedule 13E-4 will not be available at the Commission's regional offices. -15- MISCELLANEOUS The Offer is not being made to, nor will Broadway accept tenders from, Holders of Notes in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. Broadway is not aware of any jurisdiction in which the making of the Offer or the tender of Notes would not be in compliance with the laws of such jurisdiction. However, Broadway reserves the right to exclude Holders in any jurisdiction in which it is asserted that the Offer cannot lawfully be made. So long as Broadway makes a good faith effort to comply with any state law deemed applicable to the Offer, if it cannot do so, Broadway believes that the exclusion of holders residing in such jurisdiction is permitted under Rule 13e-4(f)(9) promulgated under the Exchange Act. BROADWAY STORES, INC. November 8, 1995 -16- Facsimile copies of the Letter of Transmittal, properly completed and validly executed, will be accepted. Letters of Transmittal, certificates for Notes, and any other required documents should be sent or delivered by each Holder of Notes or such Holder's broker, dealer, commercial bank, trust company, or other nominee to the Paying Agent at one of its addresses set forth below. The Paying Agent for the Offer is: Bankers Trust Company By Facsimile Transmission: (212) 250-3290 (212) 250-6275 For Information Call: (212) 250-6270 By Mail: By Hand or Overnight Courier: Bankers Trust Company Bankers Trust Company Corporate Trust and Agency Corporate Trust and Group Agency Group Reorganization Department Reorganization P.O. Box 1458, Church Department Street Station 123 Washington Street, 1st Floor New York, New York 10008 New York, New York 10006 Any questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal, or other offer materials may be directed to the Paying Agent at the telephone number and addresses set forth above. You may also contact your broker, dealer, commercial bank, or trust company for assistance concerning the Offer. EX-99.(A)(2) 3 Exhibit 99(a)(2) CHANGE IN CONTROL PURCHASE NOTICE AND LETTER OF TRANSMITTAL To Tender 6-1/4% Convertible Senior Subordinated Notes Due 2000 of BROADWAY STORES, INC. Pursuant to the Notice of Change in Control and Offer to Purchase dated November 8, 1995 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 1995 AND MAY NOT BE EXTENDED EXCEPT AS REQUIRED BY APPLICABLE LAW. The Paying Agent for the Offer is: Bankers Trust Company By Facsimile Transmission: (212) 250-3290 (212) 250-6275 For Information Call: (212) 250-6270 By Mail: By Hand or Overnight Courier: Bankers Trust Company Bankers Trust Company Corporate Trust and Agency Group Corporate Trust and Agency Group Reorganization Department Reorganization Department P.O. Box 1458, Church Street Station 123 Washington Street, 1st Floor New York, New York 10008 New York, New York 10006 Delivery of this Change in Control Purchase Notice and Letter of Transmittal (this "Letter of Transmittal") to an address other than as set forth above, or transmission of it to a facsimile number other than as set forth above, will not constitute a valid delivery. The instructions set forth in this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. Only registered holders (which term, for purposes hereof, shall include any participant in a Book-Entry Transfer Facility (as defined below) whose name appears on a security position listing as the owner) of Notes (as defined below) or persons authorized to become registered holders by endorsements and documents transmitted herewith may use this Letter of Transmittal to tender Notes pursuant to the Offer (as defined below). Any person who beneficially owns Notes through an account or other arrangement with a broker, dealer, commercial bank, trust company, or other nominee must contact that entity if such person desires to tender his, her, or its Notes pursuant to the Offer. This Letter of Transmittal is to be used if (i) certificates representing Notes are to be delivered herewith or (ii) unless an Agent's Message (as defined in the Offer to Purchase (as defined below)) is utilized, if delivery of the Notes is to be made by book-entry transfer to an account maintained by the Paying Agent at The Depository Trust Company, Midwest Securities Trust Company or Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility") as described under the caption "The Offer -- Procedure for Tendering Notes" in the Offer to Purchase. Holders who desire to tender Notes and who cannot deliver the certificates representing their Notes and all other required documents to the Paying Agent prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date (as defined in the Offer to Purchase), or who cannot complete the procedure for book-entry transfer of such Notes on a timely basis, must tender their Notes pursuant to the guaranteed delivery procedure described under the caption "The Offer -- Procedure for Tendering Units" in the Offer to Purchase. See Instruction 2. The name(s) and address(es) of registered holder(s) should be printed below. The certificate(s) and the aggregate principal amount of Notes that the holder(s) wish(es) to tender should be indicated in the appropriate boxes below.
DESCRIPTION OF NOTES TENDERED Notes Tendered (Attach additional list if necessary) Name(s) and Address(es) of Registered Holder(s) Principal Amount (Please fill in, if blank, exactly as name(s) appear(s) Certificate Represented by Principal Amount to on Note(s) or security position listing) Number(s)* Certificate(s)* be Tendered** Total Aggregate Principal Amount of Notes Tendered: * Need not be completed by holders delivering Notes by book-entry transfer. ** If less than the entire principal amount of any certificate listed is to be tendered, please indicate in this column the principal amount thereof to be tendered (which must be an integral multiple of $1,000). Otherwise, the entire principal amount of each certificate listed above will be deemed to have been tendered. See Instruction 4.
[ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE PAYING AGENT WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK- ENTRY TRANSFER FACILITY MAY DELIVER NOTES BY BOOK-ENTRY TRANSFER): Name of Tendering Institution ---------------------------------------------- Check box of applicable Book-Entry Transfer Facility: [ ] The Depository Trust Company [ ] Midwest Securities Trust Company [ ] Philadelphia Depository Trust Company Account Number ------------------------------------------------------------- Transaction Code Number ---------------------------------------------------- -2- [ ] CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE PAYING AGENT AND COMPLETE THE FOLLOWING: Name(s) of Owner(s) --------------------------------------------------------- Window Ticket Number (if any) ----------------------------------------------- Date of Execution of Notice of Guaranteed Delivery -------------------------- Name of Institution which Guaranteed Delivery ------------------------------- If delivered by book-entry transfer, check box of applicable Book-Entry Transfer Facility: [ ] The Depository Trust Company [ ] Midwest Securities Trust Company [ ] Philadelphia Depository Trust Company Account Number -------------------------------------------------------------- Transaction Code Number (if delivered by Book-Entry Transfer) --------------- NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. Ladies and Gentlemen: The undersigned hereby tenders to Broadway Stores, Inc. ("Broadway") the 6- 1/4% Convertible Senior Subordinated Notes due 2000 of Broadway listed above (the "Notes") pursuant to Broadway's offer to purchase any and all Notes at a purchase price equal to the principal amount thereof plus accrued and unpaid interest to December 8, 1995 (the "Change-in-Control Purchase Date"), which will be $1,027.43 per $1,000 principal amount of Notes (the "Change-in-Control Purchase Price"), on the terms and subject to the conditions set forth in the Notice of Change in Control and Offer to Purchase dated November 8, 1995 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Subject to and effective upon provision for payment for the Notes tendered herewith in accordance with the terms of the Offer, the undersigned hereby sells, assigns, and transfers to or upon the order of Broadway all right, title, and interest in and to all of the Notes that are being tendered hereby and hereby irrevocably constitutes and appoints the Paying Agent the true and lawful agent and attorney-in-fact of the undersigned with respect to such Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates representing such Notes, or transfer ownership of such Notes on the account books maintained by a Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Broadway; (ii) present certificates representing such Notes for transfer on the Note register; and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Notes, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants that: (i) the undersigned has full power and authority to tender, sell, assign, and transfer the Notes tendered hereby; and (ii) upon provision for payment for the Notes tendered herewith in accordance with the terms of the Offer, Broadway will acquire good, marketable, and unencumbered title thereto, free and clear of all liens, restrictions, charges, and encumbrances, and the same will not be subject to any adverse claim. -3- The undersigned, upon request, will execute and deliver any additional documents Broadway or the Paying Agent deems necessary or desirable to complete the assignment, transfer, and purchase of the Notes tendered hereby. The undersigned understands that the valid tender of Notes pursuant to any one of the procedures described under the caption "The Offer -- Procedure for Tendering Notes" in the Offer to Purchase and in the instructions hereto will constitute a binding agreement between the undersigned and Broadway on the terms and subject to the conditions of the Offer. All authority herein conferred or herein agreed to be conferred shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors, and assigns of the undersigned. Unless otherwise indicated herein under the box entitled "Special Issuance Instructions" and/or "Special Delivery Instructions" below, please issue any and all checks and, in the event that less than the entire principal amount of any Note is tendered for purchase or purchased, the replacement certificate in respect of the principal amount not so tendered or purchased due to the undersigned in the name of the undersigned, and deliver the same to the undersigned at the address shown above. In the case of book-entry delivery of Notes, please credit the account maintained by the Book-Entry Transfer Facility indicated above with any of the principal amount of any Note not purchased. If any Notes to be tendered are registered in different names, it will be necessary to complete, sign, and submit as many separate copies of this Letter of Transmittal as there are different registrations of Notes. -4- SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 3, and 5) (See Instructions 1, 3, and 5) To be completed ONLY if any checks To be completed ONLY if any and/or any certificates for Notes in checks and/or any certificates for a principal amount not tendered or Notes in a principal amount not not purchased are to be issued in tendered or not purchased are to be the name of and sent to someone sent to someone other than the other than the person(s) whose undersigned or to the undersigned name(s) appear(s) in the "Description at an address other than that shown of Notes Tendered" box above. in the "Description of Notes Tendered above. Issue and mail any checks and/or any Mail or deliver any checks and/or Notes to: any Notes to: Name: _____________________________ Name: _____________________________ (Please Type or Print) (Please Type or Print) _____________________________ _____________________________ (Please Type or Print) (Please Type or Print) Address: __________________________ Address: __________________________ __________________________ __________________________ Zip Code Zip Code Is this a permanent address change? ___________________________________ Employer Identification or Social [ ] Yes [ ] No (check one box) Security No. See Substitute Form W-9 Credit purchased Notes tendered by book-entry transfer to: [ ] The Depositary Trust Company [ ] Midwest Securities Trust Company [ ] Philadelphia Depositary Trust Company Account Number _____________________ PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS REGARDLESS OF WHETHER NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH) (See Instructions 1, 2, and 3 and the following paragraph) X _______________________________________ , _________________________________ X _______________________________________ , _________________________________ signature(s) of Registered Holder(s) Date Must be signed by the registered holder(s) as the name(s) appear(s) on certificates representing the Notes or on a security position listing or by person(s) authorized to become registeredholder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer, or other person acting in a fiduciary or representative capacity, please set forth full title. See Instructions 2 and 3. ______________________________________________________________________ Name(s): ______________________________________________________________________ (Please Type or Print) Capacity (Full Title):__________________________________________________________________ Address: ______________________________________________________________________ ______________________________________________________________________ (Include Zip Code) Phone No.:_____________________________________________________________________ SIGNATURE GUARANTEE (If required by Instruction 1) Signature(s) Guaranteed by an Eligible Institution: _____________________________________________________ (Authorized Signature) ______________________________________________________ (Title) ______________________________________________________ (Name of Firm) Phone No.: ___________________________________________ Dated: _______________________________________________ -5- INSTRUCTIONS FOR TENDERING NOTES 1. Guarantee of Signatures. No signature guarantee is required on this Letter of Transmittal if (i) this Letter of Transmittal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a security position listing as the owner) of the Notes tendered herewith, and neither the "Special Issuance Instructions" box nor the "Special Delivery Instructions" box of this Letter of Transmittal has been completed, or (ii) the Notes are tendered for the account of a member in good standing of a signature guarantee program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each an "Eligible Institution"). In all other cases, all signatures on this Letter of Transmittal must be guaranteed by an Eligible Institution. See Instruction 3. 2. Delivery of this Letter of Transmittal and the Notes. This Letter of Transmittal is to be completed by holders either if certificates representing Notes are to be forwarded herewith or, unless an Agent's Message is utilized, if delivery of Notes is to be made pursuant to the procedures for book-entry transfer set forth under the caption "The Offer -- Procedure for Tendering Notes" in the Offer to Purchase. For Notes to be validly tendered pursuant to the Offer, (a) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Paying Agent at one of its addresses set forth herein and either certificates representing Notes in proper form for transfer must be received by the Paying Agent at one of such addresses or a book-entry transfer of such Notes into the Paying Agent's account at a Book-Entry Transfer Facility must be confirmed, in each case prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date or (b) the tendering holder must comply with the guaranteed delivery procedure set forth below. Holders whose certificates representing Notes are not immediately available or who cannot deliver their certificates representing Notes and all other required documents to the Paying Agent prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Notes pursuant to the guaranteed delivery procedures set forth under the caption "The Offer -- Procedure for Tendering Notes" in the Offer to Purchase. Pursuant to such procedures, (i) such tender must be made by or through an Eligible Institution, (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by Broadway, must be received by the Paying Agent prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date, and (iii) the certificates representing Notes for all physically delivered Notes in proper form for transfer, or book-entry transfer of such Notes into the Paying Agent's account at a Book-Entry Transfer Facility, as the case may be, together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and any other documents required by this Letter of Transmittal, must be received by the Paying Agent within three business days after the date of such Notice of Guaranteed Delivery, all as provided in the Offer to Purchase under the caption "The Offer -- Procedure for Tendering Notes." The method of delivery of Notes and all other required documents is at the election and risk of the tendering holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. No alternative, conditional, or contingent tenders will be accepted, and no Notes will be purchased other than in integral multiples of $1,000. None of Broadway, the Paying Agent, or any other person is obligated to give notice of defects or irregularities in any tender, nor will any of them incur any liability for failure to give any such notice. 3. Signature(s) on Letter of Transmittal; Endorsement(s) and Instruments of Transfer. (a) If this Letter of Transmittal is signed by the registered holder(s) of the Notes tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates representing Notes or as appearing on a securities position listing as the owner of the Notes without alteration, enlargement, or any change whatsoever. (b) If any of the Notes are registered in the name of two or more persons, all such persons must sign this Letter of Transmittal. -6- (c) If any of the Notes are registered in different names, it will be necessary to complete, sign, and submit as many separate Letters of Transmittal and any necessary accompanying documents as there are different registrations of such Notes. (d) If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificates representing Notes listed, such certificates must be endorsed or accompanied by appropriate note powers satisfactory to Broadway and the Paying Agent, and in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on such certificates. Signatures on any such certificates or note powers must be guaranteed by an Eligible Institution (unless signed by an Eligible Institution). (e) If this Letter of Transmittal or any certificates or note powers are signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Broadway and the Paying Agent of the authority of such person to so act must be submitted with this Letter of Transmittal. 4. Partial Tenders. (Not applicable to holders who tender by book-entry transfer.) If less than the entire principal amount of Notes evidenced by any certificates submitted are to be tendered, fill in the principal amount thereof that is to be tendered in the "Description of Tendered Notes" box. In such case, a new certificate for the untendered principal amount of such Note will be issued in and sent to the name of the person signing this Letter of Transmittal, unless otherwise provided in the appropriate boxes in this Letter of Transmittal. The entire principal amount of the Notes listed will be deemed to have been tendered unless otherwise indicated. 5. Special Payment and Delivery Instructions. If any checks and/or Notes are to be issued in the name of a person other than the person(s) signing this Letter of Transmittal or if any checks and/or Notes are to be sent to someone other than to the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the "Description of Notes Tendered" box in this Letter of Transmittal, the appropriate boxes in this Letter of Transmittal must be completed. If no such instructions are given, all checks and, if applicable, Notes will be issued in the name of and sent to the address appearing in the "Description of Notes Tendered" box in this Letter of Transmittal. 6. Transfer Taxes. Broadway will pay all transfer taxes, if any, applicable to the transfer of Notes to it pursuant to the Offer. If, however, tendered Notes are registered in the name of any person(s) other than the person(s) signing this Letter of Transmittal, and accordingly the check for the purchase price is to be issued, or certificates for Notes not tendered or not purchased are to be registered, in the name of the person(s) signing this Letter of Transmittal and not the registered holder(s), the amount of any transfer taxes (whether imposed on the registered holder(s) or the person(s) signing this Letter of Transmittal) payable on account of the transfer to the person(s) signing this Letter of Transmittal will be deducted from the purchase price unless satisfactory evidence of payment of such taxes, or exemption therefrom, is submitted. Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps or funds to cover such stamps to be provided with this Letter of Transmittal. 7. Mutilated, Lost, Stolen, or Destroyed Certificates. If any certificate representing Notes has been mutilated, lost, stolen, or destroyed, the holder should promptly notify the Paying Agent as indicated above for further instructions. 8. Requests for Assistance or Additional Copies. All questions relating to procedures for tendering Notes, as well as requests for assistance or additional copies of this Letter of Transmittal, should be directed to the Paying Agent at one of the addresses or the telephone number set forth above. -7- IMPORTANT TAX INFORMATION Backup Withholding. Federal income tax law requires that a tendering holder provide the Paying Agent with such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9, which in the case of a surrendering holder who is an individual is his or her social security number, and to certify that the holder is not subject to backup withholding. If the Paying Agent is not provided with the correct TIN, such holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the "IRS"). In addition, payments that are made to such holder may be subject to 31% backup withholding. Certain holders (including, among others, corporations and certain foreign persons) are not subject to backup withholding and reporting requirements and should indicate their status by writing "exempt" across the face of the Substitute Form W-9. In order for a foreign person to qualify as an exempt recipient, the holder must submit a Form W-8, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8 can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions. If backup withholding applies, the Paying Agent is required to withhold 31% of any payment made to the holder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of such withholding. If backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS. Purpose of Substitute Form W-9. To prevent backup withholding, each holder tendering Notes must provide such holder's correct TIN by completing the form below, certifying that the TIN provided on the Substitute Form W-9 is correct (or that such holder is awaiting a TIN) and that the holder is not subject to backup withholding because (i) the holder is exempt from backup withholding, or (ii) the holder has not been notified by the IRS that the holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified the holder that the holder is no longer subject to backup withholding. The holder is required to give the TIN (e.g., the social security number or employer identification number) of the registered owner of the tendered Notes or of the most recent transferee of the tendered Notes as evidenced by endorsements on the certificates representing such Notes or any accompanying instruments of transfer. If the Notes are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional information on which TIN to report. The box in Part 2 of the Substitute Form W-9 may be checked if you have not been issued a TIN and have applied for a TIN or intend to apply for a TIN in the near future. If the box in Part 2 is checked and the Paying Agent is not provided with a TIN within 60 days, backup withholding will begin and continue until you furnish your TIN to the Paying Agent. -8-
PAYOR'S NAME: BANKERS TRUST COMPANY SUBSTITUTE Part 1 -- PLEASE PROVIDE YOUR TIN IN TIN: Form W-9 THE BOX AT RIGHT AND CERTIFY BY ------------------------- SIGNING AND DATING BELOW Social Security Number or Employer Identification Number Department of the Treasury Internal Revenue Service NAME (Please Print) Part 2 -- Awaiting Payor's Request for Taxpayer ADDRESS TIN [ ] Identification Number (TIN) and Certification CITY STATE ZIP CODE Part 3 -- CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT (1) the number shown on this form is my correct taxpayer identification number (or a TIN has not been issued to me but I have mailed or delivered an application to receive a TIN or intend to do so in the near future), (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject to backup withholding, and (3) all other information provided on this firm is true, correct and complete. Signature: Date: ----------------------------------- ---------------- You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9. CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within sixty (60) days, 31% of all reportable payments made to me thereafter will be withheld until I provide a number. - -------------------------------------------- ---------------------------------- Signature Date - -------------------------------------------------------------------------------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. - -------------------------------------------------------------------------------- -9- EX-99.(A)(3) 4 Exhibit (a)(3) NOTICE OF GUARANTEED DELIVERY for Tender of 6-1/4% Convertible Senior Subordinated Notes Due 2000 of BROADWAY STORES, INC. This form or one substantially equivalent hereto must be used to accept the Offer (as defined below) if certificates for the 6-1/4% Convertible Senior Subordinated Notes Due 2000 (the "Notes") of Broadway Stores, Inc. are not immediately available or time will not permit all required documents to reach the Paying Agent prior to 5:00 p.m., New York City time, on Friday, December 8, 1995 or if the procedure for book-entry transfer cannot be completed on a timely basis. Such form may be delivered by hand or sent by telegram, facsimile transmission, or mail to the Paying Agent and must include a guarantee by an Eligible Institution (as defined in the Offer to Purchase (as defined below)). - --------------------------------------------------------------------------- THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 1995 AND MAY NOT BE EXTENDED EXCEPT AS REQUIRED BY APPLICABLE LAW. - --------------------------------------------------------------------------- The Paying Agent for the Offer is: Bankers Trust Company By Facsimile Transmission: (212) 250-3290 (212) 250-6275 For Information Call: (212) 250-6270 By Mail: By Hand or Overnight Courier: Bankers Trust Company Bankers Trust Company Corporate Trust and Agency Corporate Trust and Group Agency Group Reorganization Department Reorganization P.O. Box 1458, Church Department Street Station 123 Washington Street, New York, New York 10008 1st Floor New York, New York 10006 Delivery of this Notice of Guaranteed Delivery to and address other than as set forth above, or transmission of it to a facsimile other than as set forth above, will not constitute a valid delivery. Only registered holders (which term, for purposes hereof, shall include any participant in a Book-Entry Transfer Facility (as defined below) whose name appears on a security position listing as the owner) of Notes (as defined below) or persons authorized to become registered holders by endorsements and documents to be transmitted to the Paying Agent may use this Notice of Guaranteed Delivery to tender Notes pursuant to the Offer (as defined below). Any person who beneficially owns Notes through an account or other arrangement with a broker, dealer, commercial bank, trust company, or other nominee must contact that entity if such person desires to withdraw the tender of his, her, or its Notes pursuant to the Offer. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies and Gentlemen: The undersigned hereby tenders to Broadway Stores, Inc. on the terms and subject to the conditions set forth in the Notice of Change in Control and Offer to Purchase dated November 8, 1995 (the "Offer to Purchase") and in the related Letter of Transmittal (which together constitute the "Offer"), receipt of which is hereby acknowledged, the principal amount of Notes indicated below pursuant to the guaranteed delivery procedures set forth under the caption "The Offer -- Procedure for Tendering Notes" in the Offer to Purchase. (Please Type or Print) Principal Amount of Notes Name(s): -------------------------- Tendered (must be an integral multiple of $1,000): -------------- ----------------------------------- Certificate No(s). Address: (if applicable): -------------------------- ---------------- - ----------------------------------- ----------------------------------- Zip Code - ----------------------------------- Area Code and Telephone Number: ----------------- If Notes will be delivered by Signature(s): --------------------- book-entry transfer, check one box: ----------------------------------- / / The Depository Trust Company / / Midwest Securities Trust Company / / The Philadelphia Depository Trust Company Name of Tendering Institution: ---------------------- Account Number: ------------------- Dated: ----------------------------- 2 GUARANTEE (not to be used for signature guarantee) The undersigned, a member of a signature guarantee program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Paying Agent the certificates representing the Notes tendered hereby, in proper form for transfer, or a Book-Entry Confirmation (as defined in the Offer to Purchase) with respect to such Notes, together with a properly completed and duly executed Letter of Transmittal or facsimile thereof, with any required signature guarantees, or an Agent's Message (as defined in the Offer to Purchase) in the case of a book-entry transfer, and any other required documents, all within three business days after the date hereof. - ----------------------------------- ----------------------------------- Name of Firm Authorized Signature - ----------------------------------- ----------------------------------- Address Name (Please Type or Print) - ----------------------------------- ----------------------------------- City, State Zip Code Title - ----------------------------------- ----------------------------------- Area Code and Telephone Number Date DO NOT SEND CERTIFICATES WITH THIS FORM. CERTIFICATES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL. 3 EX-99.(A)(4) 5 Exhibit (a)(4) NOTICE OF WITHDRAWAL of Tender of 6-1/4% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2000 of BROADWAY STORES, INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 1995 AND MAY NOT BE EXTENDED EXCEPT AS REQUIRED BY APPLICABLE LAW. The Paying Agent for the Offer is: Bankers Trust Company By Facsimile Transmission: (212) 250-3290 (212) 250-6275 For Information Call: (212) 250-6270 By Mail: By Hand or Overnight Courier: Bankers Trust Company Bankers Trust Company Corporate Trust and Agency Group Corporate Trust and Agency Group Reorganization Department Reorganization Department P.O. Box 1458, Church Street Station 123 Washington Street, 1st Floor New York, New York 10008 New York, New York 10006 Delivery of this Notice of Withdrawal to an address other than as set forth above, or transmission to a facsimile number other than as set forth above, will not constitute a valid delivery. The instructions set forth in this Notice of Withdrawal should be read carefully before this Notice of Withdrawal is completed. Only registered holders (which term, for purposes hereof, shall include any participant in a Book-Entry Transfer Facility (as defined below) whose name appears on a security position listing as the owner) of Notes (as defined below) or persons authorized to become registered holders by endorsements and documents previously transmitted to the Paying Agent may use this Notice of Withdrawal to withdraw the tender of Notes pursuant to the Offer (as defined below). Any person who beneficially owns Notes through an account or other arrangement with a broker, dealer, commercial bank, trust company, or other nominee must contact that entity if such person desires to withdraw the tender of his, her, or its Notes pursuant to the Offer. This Notice of Withdrawal is to be completed by holders of Notes desiring to withdraw the tender of such Notes pursuant to the Offer if (i) certificates representing such Notes have been previously forwarded to the Paying Agent, (ii) delivery of such Notes has been previously made by book-entry transfer to the Paying Agent's account at The Depository Trust Company, Midwest Securities Trust Company, or Philadelphia Depository Trust Company (each, a "Book-Entry Transfer Facility") pursuant to the book-entry transfer procedure described under the caption "The Offer -- Procedures for Tendering Notes" in the Offer to Purchase (as defined below), or (iii) a Notice of Guaranteed Delivery has been previously guaranteed to the Paying Agent with respect to such Notes pursuant to the guaranteed delivery procedure described under the caption "The Offer -- Procedures for Tendering Notes" in the Offer to Purchase. NOTE: SIGNATURES MUST BE PROVIDED BELOW. Ladies and Gentlemen: The undersigned hereby withdraws the undersigned's tender to Broadway Stores, Inc. ("Broadway") of the principal amount of 6-1/4% Convertible Senior Subordinated Notes Due 2000 of Broadway (the "Notes") described below, which Notes were previously tendered pursuant to Broadway's offer to purchase any and all of the Notes, at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to December 8, 1995, which will be $1,027.43 per $1,000 principal amount of Notes, on the terms and subject to the conditions set forth in Broadway's Notice of Change in Control and Offer to Purchase dated November 8, 1995 (the "Offer to Purchase") and related Change in Control Purchase Notice and Letter of Transmittal (the "Letter of Transmittal") (which together constitute the Offer), receipt of which are hereby acknowledged. The undersigned hereby acknowledges that the withdrawal of Notes from the Offer effected by this Notice of Withdrawal may not be rescinded and that such Notes will no longer be deemed to be validly tendered for purposes of the Offer. Such withdrawn Notes may be retendered only by following the procedures set forth in "The Offer -- Procedures for Tendering Notes" in the Offer to Purchase.
DESCRIPTION OF NOTES WITHDRAWN Notes Withdrawn (Attach additional list if necessary) Name(s) and Address(es) of Registered Holder(s) Certificate Principal Amount Principal Principal Amount (Please fill in, if blank, exactly as name(s) appear(s) Number(s)* Represented Amount to be to Remain on Note(s) or security position listing) by Certificate(s)* Withdrawn* Tendered** Total Principal Amount of Notes Withdrawn Total Principal Amount of Notes Remaining Tendered:
* Need not be completed by holders who delivered their Notes by book-entry transfer. ** If less than the entire principal amount of any certificate previously delivered to the Paying Agent is to be withdrawn, please indicate the principal amount thereof to be withdrawn and the principal amount thereof to remain tendered (which in each case must be an integral multiple of $1,000). Otherwise, the entire principal amount of each Note listed above will be deemed to have been withdrawn. See Instruction 4. [ ] CHECK HERE IF TENDERED NOTES HAVE BEEN PREVIOUSLY DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE PAYING AGENT WITH A BOOK- ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution________________________________________ -2- Check box of applicable Book-Entry Transfer Facility: [ ] The Depository Trust Company [ ] Midwest Securities Trust Company [ ] Philadelphia Depository Trust Company Account Number _________________________________________________________ Transaction Code Number ________________________________________________ [ ] CHECK HERE IF A NOTICE OF GUARANTEED DELIVERY HAS BEEN PREVIOUSLY SENT TO THE PAYING AGENT AND COMPLETE THE FOLLOWING: Name(s) of Owner(s) ____________________________________________________ Window Ticket Number (if any) __________________________________________ Date of Execution of Notice of Guaranteed Delivery _____________________ Name of Institution which Guaranteed Delivery __________________________ PLEASE SIGN HERE (TO BE COMPLETED BY ALL WITHDRAWING HOLDERS REGARDLESS OF WHETHER NOTES HAVE BEEN PHYSICALLY DELIVERED TO THE PAYING AGENT) (See Instructions 1,2, and 3 and the following paragraph) X _____________________________________________________, _______________ X _____________________________________________________, _______________ Signature(s) of Registered Holder(s) Date Must be signed by the registered holder(s) as the name(s) appear(s) on the Notes or on a securities position listing or by person(s) authorized to become registered holder(s) by endorsements and documents previously transmitted to the Paying Agent. If signature is by a trustee, executor, administrator, guardian, officer, or other person acting in a fiduciary or representative capacity, please set forth full title. See Instructions 2 and 3. Name(s):________________________________________________________________ ________________________________________________________________ (Please Type or Print) Capacity _______________________________________________________________ (Full Title): __________________________________________________________ Address: _______________________________________________________________ (Include Zip Code) Phone No.: _____________________________________________________________ SIGNATURE GUARANTEE (If required by Instruction 1) Signature(s) Guaranteed by an Eligible Institution: _______________________________________________ (Authorized Signature) _______________________________________________ (Title) _______________________________________________ (Name of Firm) Phone No.: ____________________________________ Dated: ________________________________________ -3- INSTRUCTIONS FOR WITHDRAWING NOTES 1. Guarantee of Signatures. No signature guarantee is required on this Notice of Withdrawal if (i) this Notice of Withdrawal is signed by the registered holder(s) (which term, for purposes of this document, shall include any participant in a Book-Entry Transfer Facility whose name appears on a securities position listing as the owner) of the Notes or (ii) the Notes are tendered for the account of a member in good standing of a signature guarantee program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (each an "Eligible Institution"). In all other cases, all signatures on this Notice of Withdrawal must be guaranteed by an Eligible Institution. 2. Delivery of this Notice of Withdrawal. This Notice of Withdrawal, properly completed and signed, must be received by the Paying Agent prior to 5:00 p.m., New York City time, on Friday, December 8, 1995. The method of delivery of this Notice of Withdrawal is at the election and risk of the holder of the Notes. If such delivery is by mail, registered mail with return receipt requested, is recommended. Delivery of this Notice of Withdrawal may be validly made to the Paying Agent only at one of the addresses shown on this Notice of Withdrawal. 3. Signature(s) on Notice of Withdrawal. If this Notice of Withdrawal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Broadway and the Paying Agent of the authority of such person to so act must be submitted with this Notice of Withdrawal. 4. Partial Withdrawals. If less than the entire principal amount of Notes previously tendered are to be withdrawn, fill in the principal amount of Notes to be withdrawn and the principal amount of Notes to remain tendered in the "Description of Notes Withdrawn" box in this Notice of Withdrawal. The entire principal amount of the Notes previously tendered will be deemed to have been withdrawn unless otherwise indicated. 5. Requests for Assistance or Additional Copies. All questions relating to procedures for withdrawing previously tendered Notes, as well as requests for assistance or additional copies of this Notice of Withdrawal, should be directed to the Paying Agent at one of the addresses or the telephone number set forth above. -4- EX-99.(A)(5) 6 Exhibit (a)(5) BROADWAY STORES, INC. Offer to Purchase for Cash Any and All of Its 6-1/4% Convertible Senior Subordinated Notes Due 2000 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 1995 AND MAY NOT BE EXTENDED EXCEPT AS REQUIRED BY APPLICABLE LAW. November 8, 1995 To Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees: We are enclosing the material listed below relating to the offer by Broadway Stores, Inc. ("Broadway") to purchase for cash any and all of its 6-1/4% Convertible Senior Subordinated Notes Due 2000 (the "Notes") at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to December 8, 1995, which will be $1,027.43 per $1,000 principal amount of Notes, on the terms and subject to the conditions set forth in the Notice of Change in Control and Offer to Purchase dated November 8, 1995 (this "Offer to Purchase") and in the related Change in Control Purchase Notice and Letter of Transmittal (the "Letter of Transmittal") (which together constitute the "Offer"). We are asking you to contact your clients for whom you hold Notes registered in your name (or in the name of your nominee). Please bring the Offer to their attention as promptly as possible. Enclosed are copies of the following documents: 1. Notice of Change in Control and Offer to Purchase dated November 8, 1995; 2. Proxy Statement of Broadway Stores, Inc. and Prospectus of Federated Department Stores dated September 8, 1995, included solely for the information of holders of the Notes. 3. Letter of Transmittal to be used by holders of Notes to tender Notes; 4. A form of letter which may be sent to your clients for whose accounts you hold Notes registered in your name (or the name of your nominee), with space provided for obtaining such clients' instructions with regard to the Offer; 5. Notice of Withdrawal; 6. Notice of Guaranteed Delivery; 7. Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and 8. Return envelope addressed to Bankers Trust Company, the Paying Agent for the Offer. PLEASE CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AS 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 1995 AND MAY NOT BE EXTENDED EXCEPT AS REQUIRED BY APPLICABLE LAW. Broadway will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Notes pursuant to the Offer. You will be reimbursed for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to your clients. Any requests for additional copies of the enclosed material and any inquiries you may have with respect to the Offer should be addressed to Bankers Trust Company, the Paying Agent for the Offer, at the telephone number and addresses set forth on the back cover of the Offer to Purchase. Very truly yours, BROADWAY STORES, INC. _____________________________________ NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF BROADWAY, ANY AFFILIATE OF BROADWAY, OR THE PAYING AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED HEREIN. -2- EX-99.(A)(6) 7 Exhibit (a)(6) BROADWAY STORES, INC. Offer to Purchase for Cash Any and All of Its 6-1/4% Convertible Senior Subordinated Notes Due 2000 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 1995 AND MAY NOT BE EXTENDED EXCEPT AS REQUIRED BY APPLICABLE LAW. To Our Clients: Enclosed for your consideration is a Notice of Change in Control and Offer to Purchase dated November 8, 1995 (the "Offer to Purchase") and the related Change in Control Purchase Notice and Letter of Transmittal (which together constitute the "Offer") relating to the offer by Broadway Stores, Inc. ("Broadway") to purchase for cash any and all of its 6-1/4% Convertible Senior Subordinated Notes Due 2000 (the "Notes") at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to December 8, 1995, which will be $1,027.43 per $1,000 principal amount of Notes, on the terms and subject to the conditions of the Offer. This material is being forwarded to you as the beneficial owner of Notes held by us for your account. A tender of such Notes can be made only by us and only pursuant to your instructions. The enclosed Change in Control Purchase Notice and Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Notes held by us for your account. We request instructions as to whether you wish to have us tender any or all such Notes held by us for your account, on the terms and subject to the conditions of the Offer. Your attention is invited to the following: 1. The tender offer is for $1,027.43 per $1,000 principal amount of Notes. 2. The Offer is being made for any and all outstanding Notes. 3. You will not be obligated to pay any brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, any transfer taxes on the purchase of Notes by Broadway pursuant to the Offer. 4. The Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on Friday, December 8, 1995. If you wish to have us tender any or all of your Notes, please so instruct us by completing, executing, detaching, and returning to us the attached instruction form. If you authorize us to tender your Notes, all such Notes will be tendered unless otherwise indicated. Your instructions to us should be forwarded to us promptly to permit us to submit a tender on your behalf prior to the expiration of the Offer. The enclosed material contains important information with respect to the Offer and you are urged to read it carefully. (Detach and Return) Instructions With Respect to Offer to Purchase for Cash Any and All 6-1/4% Convertible Senior Subordinated Notes Due 2000 of Broadway Stores, Inc. The undersigned acknowledge(s) receipt of your letter enclosing the Notice of Change in Control and Offer to Purchase dated November 8, 1995 (the "Offer to Purchase") and the related Change of Control Purchase Notice and Letter of Transmittal (the "Letter of Transmittal"), relating to the offer by Broadway Stores, Inc. to purchase for cash any and all of its 6-1/4% Convertible Senior Subordinated Notes Due 2000. This will instruct you to tender the principal amount of Notes indicated below held by you for the account of the undersigned on the terms and subject to the conditions set forth in the Offer to Purchase and the Letter of Transmittal. ------------------------------ ------------------------------ Principal Amount of Signature(s) Notes to be Tendered (must be an integral multiple of $1,000):* ------------------------------ $ ------------------------ ------------------------------ Please Print Name(s) * I (we) understand that Dated: if I (we) sign these ---------------------- instructions without indicating a lesser principal amount of Notes in the space above, the entire principal amount of Notes held by you for my (our) account will be tendered. EX-99.(A)(7) 8 Exhibit (a)(7) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer. Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-000. Employer Identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.
For this type of Give the SOCIAL For this type of Give the EMPLOYER account: SECURITY number of-- account: IDENTIFICATION number of-- 1. Individual The individual 6. Sole proprietorship The owner(3) 2. Two or more The actual owner of the 7. A valid trust, The legal entity (Do not individuals (joint account or, if combined estate, or pension furnish the identifying account) funds, any one of the trust number of the personal individuals(1) representative or trustee unless the legal entity itself is not designated in the account title.)(4) 3. Custodian account The minor(2) 8. Corporate The corporation of a minor (Uniform Gift to Minors Act) 4. a. The usual The grantor-trustee(1) 9. Association, club, The organization revocable savings religious, trust (grantor is charitable, also trustee) educational or other tax-exempt The actual owner(1) organization b. So-called trust account that is not a legal or valid trust under state law. 5. Sole proprietorship The owner(3) 10. Partnership The partnership 11. A broker or The broker or nominee registered nominee 12. Account with the The public entity Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agriculture program payments
(1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Show the name of the owner. (4) List first and circle the name of the legal trust, estate, or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2 Section references are to the Internal Revenue Code. Payments of interest generally not subject to backup withholding include the following: Obtaining a Number - Payments of interest on obligations issued by; If you don't have a taxpayer identification number or individuals. you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form Note: You may be subject to backup withholding if SS-4, Application for Employer Identification Number, at this interest is $600 or more and is paid in the the local office of the Social Security Administration course of the payer's trade or business and you have or the Internal Revenue Service (the "IRS") and apply not provided your correct taxpayer identification for a number. number to the payer. Payees Exempt from Backup Withholding - Payments of tax-exempt interest (including exempt interest dividends under section 852). The following is a list of payees exempt from backup withholding and for which no information reporting is - Payments described in section 6049(b)(5) to required. For interest and dividends, all listed payees nonresident aliens. are exempt except item (9). For broker transactions, payees listed in (1) through (13) and a person - Payments on tax-free covenant bonds under section registered under the Investment Advisers Act of 1940 who 1451. regularly acts as a broker are exempt. Payments subject to reporting under sections 6041 and 6041A are generally - Payments made by certain foreign organizations. exempt from backup withholding only if made to payees described in items (1) through (7), except that a - Mortgage interest paid by you. corporation that provides medical and health care services or bills and collects payments for such Payments that are not subject to information reporting services is not exempt from backup withholding or are also not subject tobackup withholding. For details information reporting. Only payees described in items see sections 6041, 6041(A)(a), 6042, 6044, 6045, 6049, (2) through (6) are exempt from backup withholding for 6050A and 6050N, and the regulations under such barter exchange transactions, patronage dividends, and sections. payments by certain fishing boat operators. (1) A corporation. Privacy Act Notice (2) An organization exempt from tax under section 501(a), or an individual retirement plan Section 6109 requires you to give your correct taxpayer ("IRA"), or a custodial account under identification number to persons who must file 403(b)(7). information returns with the IRS to report interest, (3) The United States or any of its agencies or dividends, and certain other income paid to you, instrumentalities. mortgage interest you paid, the acquisition or (4) A State, the District of Columbia, a possession abandonment of secured property, cancellation of debt, of the United States, or any of their political or contributions you made to an IRA. The IRS uses the subdivisions or instrumentalities. numbers for identification purposes and to help verify (5) A foreign government or any of its political the accuracy of your tax return. You must provide your subdivisions, agencies or instrumentalities. taxpayer identification number whether or not you are (6) An international organization or any of its qualified to file a tax return. Payers must generally agencies or instrumentalities. withhold 31% of taxable interest, dividend, and certain (7) A foreign central bank of issue. other payments to a payee who does not furnish a (8) A dealer in securities or commodities required taxpayer identification number to a payer. Certain to register in the United States or a penalties may also apply. possession of the United States. (9) A futures commission merchant registered with Penalties the Commodity Futures Trading Commission. (10) A real estate investment trust. (1) Penalty for Failure to Furnish Taxpayer (11) An entity registered at all times during the Identification Number. If you fail to furnish your tax year under the Investment Company Act of taxpayer identification number to a payer, you are 1940. subject to a penalty of $50 for eachsuch failure unless (12) A common trust fund operated by a bank under your failure is due to reasonable cause and not to section 584(a). willful neglect. (13) A financial institution. (14) A middleman known in the investment community (2) Civil Penalty for False Information With Respect to as a nominee or listed in the most recent Withholding. If you make a false statement with no publication of the American Society of reasonable basis that results in no backup withholding, Corporate Secretaries, Inc., Nominee List. you are subject to a $500 penalty. (15) A trust exempt from tax under section 664 or described in section 4947. (3) Criminal Penalty for Falsifying Information. Falsifying certifications or affirmations may subject Payments of dividends and patronage dividends generally you to criminal penalties including fines and/or not subject to backup withholding also include the imprisonment. following: FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT - - Payments to nonresident aliens subject to withholding OR THE INTERNAL REVENUE SERVICE under section 1441. - - Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident partner. - - Payments of patronage dividends not paid in money. - - Payments made by certain foreign organizations.
EX-99.(A)(8) 9 Exhibit (a)(8) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Notes. The Offer is made solely by the Notice of Change in Control and Offer to Purchase dated November 8, 1995 (the "Offer to Purchase") and the related Change in Control Purchase Notice and Letter of Transmittal (the "Letter of Transmittal"). Capitalized terms not defined in this announcement have the respective meanings ascribed to such terms in the Offer to Purchase. The Offer is not being made to, nor will Broadway accept tenders from, Holders of Notes in any jurisdiction in which the Offer or its acceptance would not comply with the securities or Blue Sky laws of such jurisdiction. Notice of Change in Control and of Offer to Purchase for Cash by Broadway Stores, Inc. Any and All of its 6-1/4% Convertible Senior Subordinated Notes Due 2000 Broadway Stores, Inc. ("Broadway") is offering to purchase for cash any and all of its 6-1/4% Convertible Senior Subordinated Notes Due 2000 (the "Notes") at a purchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to December 8, 1995 (the "Change in Control Purchase Date"), which will be $1,027.43 per $1,000 principal amount of Notes (the "Change in Control Purchase Price"), on the terms and subject to the conditions set forth in the Offer to Purchase and in the Letter of Transmittal (which together constitute the "Offer"). As of the date of this announcement, Notes having an aggregate principal amount of $143,750,000 are outstanding. The information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein in its entirety. The Offer is being made pursuant to the Indenture governing the Notes (the "Indenture"), which requires Broadway to purchase the Notes, at the option of the holder thereof (each, a "Holder"), following a Change in Control (as defined in the Indenture). A Change in Control occurred on October 11, 1995, when a subsidiary of Federated Department Stores, Inc. ("Federated") merged with and into Broadway, with Broadway being the surviving corporation in such merger (the "Merger"). The Merger was effected in accordance with the provisions of an Agreement and Plan of Merger, dated as of August 14, 1995, which was approved by Broadway's Board of Directors and adopted by the requisite vote of Broadway's stockholders. At the effective time of the Merger, each outstanding share of Common Stock of Broadway ("Broadway Common Stock") not owned directly or indirectly by Federated was converted into the right to receive 0.27 shares of Common Stock of Federated ("Federated Common Stock"). Consequently, on the terms and subject to the conditions set forth in the Indenture, each Note is now convertible into the number of shares of Federated Common Stock that would have been received in the Merger by a holder of the number of shares of Broadway Common Stock deliverable upon such conversion immediately prior to the Merger. For example, a Note in the principal amount of $1,000 that was convertible immediately prior to the Merger into 82.03 shares of Broadway Common Stock (i.e., at a conversion price of $12.19 per share of Broadway Common Stock) is now convertible into 22.15 shares of Federated Common Stock (i.e., at a conversion price of $45.15 per share of Federated Common Stock) (subject to adjustment from time to time as provided in the Indenture and the right to make cash payments in lieu of fractional shares). On November 7, 1995, the last reported sale price per share of Federated Common Stock on the New York Stock Exchange was $26.875. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY, DECEMBER 8, 1995 AND MAY NOT BE EXTENDED EXCEPT AS REQUIRED BY APPLICABLE LAW. On the terms and subject to the conditions of the Offer, Broadway will purchase for cash any and all Notes as are validly tendered and not withdrawn prior to the expiration of the Offer at the Change in Control Purchase Price. Notes must be tendered in denominations of $1,000 principal amount or integral multiples thereof. For Notes to be validly tendered pursuant to the Offer, a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and all other documents required by the Letter of Transmittal, must be received by the Paying Agent at one of the addresses set forth below, and either (i) certificates representing Notes must be received by the Paying Agent, together with the Letter of Transmittal (or facsimile thereof), at either such address, or such Notes must be tendered pursuant to the procedures for book-entry tender described in the Offer to Purchase and a Book-Entry Confirmation received by the Paying Agent, in each case prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date, or (ii) the guaranteed delivery procedure described in the Offer to Purchase must be complied with. See "The Offer -- Procedure for Tendering Notes" in the Offer to Purchase. Following the timely tender of Notes pursuant to the Offer, the Holder of the Notes so tendered will have no further rights in respect of such Notes except the right to receive the Change in Control Purchase Price therefor, without any interest thereon. Any Holder that has tendered Notes will have the right to withdraw such Notes by presenting to the Paying Agent a Notice of Withdrawal, in the form provided by Broadway together with the Offer to Purchase and Letter of Transmittal, properly completed and signed, prior to 5:00 p.m., New York City time, on the Change in Control Purchase Date. See "The Offer -- Withdrawal Rights" in the Offer to Purchase. Notes validly tendered pursuant to the Offer may thereafter be converted into shares of Federated Common Stock only to the extent that they have been validly withdrawn. In addition, in order to convert Notes into shares of Federated Common Stock, the Holder of such Notes must satisfy the additional requirements set forth in the Indenture and the Notes. On the terms and subject to the conditions of the Offer, such Change in Control Purchase Price will be paid to Holders promptly following the later of (i) the Change in Control Purchase Date and (ii) the time of delivery of such Notes to the Paying Agent. In all cases, payment for Notes purchased pursuant to the Offer will be made only after timely receipt by the Paying Agent of (i) certificates representing such Notes or timely confirmation of the book-entry transfer of such Notes into the Paying Agent's account at one of the Book-Entry Transfer Facilities, (ii) a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, or an Agent's Message in the case of a book-entry transfer, and (iii) all other documents required by the Letter of Transmittal. Any person who beneficially owns Notes through an account or other arrangement with a broker, dealer, commercial bank, trust company, or other nominee must contact that entity if such person desires to tender his, her, or its Notes pursuant to the Offer. -2- Bankers Trust Company serves as both the Paying Agent and the Conversion Agent (as defined in the Indenture) for the Notes. The telephone number and addresses of Bankers Trust Company for use in connection with the Offer are as follows: Bankers Trust Company By Facsimile Transmission: (212) 250-3290 (212) 250-6275 For Information Call: (212) 250-6270
By Mail: By Hand or Overnight Courier: Bankers Trust Company Bankers Trust Company Corporate Trust and Agency Group Corporate Trust and Agency Group Reorganization Department Reorganization Department P.O. Box 1458, Church Street Station 123 Washington Street, 1st Floor New York, New York 10008 New York, New York 10006
The Offer to Purchase and the Letter of Transmittal contain important information, which should be read carefully before Holders decide whether or not to tender their Notes pursuant to the Offer. These materials are being furnished to brokers, dealers, commercial banks, trust companies, and similar persons for transmittal to beneficial owners of Notes. The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated in this announcement by reference. Any questions or requests for assistance or for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Withdrawal, or other tender offer materials may be directed to the Paying Agent at the telephone number and addresses set forth above. Such copies will be furnished promptly at Broadway's expense. November 8, 1995 -3- EX-99.(C)(2) 10 Exhibit (c)(2) Supplemental Indenture ---------------------- This Supplemental Indenture, dated as of October 11, 1995 (this "Supplemental Indenture"), between Broadway Stores, Inc., a Delaware corporation (the "Company"), and Bankers Trust Company, as Trustee (the "Trustee"), supplements the Indenture, dated as of October 23, 1993 (the "Indenture"), between the Company (f/k/a Carter Hawley Hale Stores, Inc.) and the Trustee (successor in such capacity to Continental Bank, National Association) under which the Company's 6 1/4% Convertible Senior Subordinated Notes due 2000 were issued and are outstanding. RECITALS A. This Supplemental Indenture is being entered into pursuant to Section 4.12 of the Indenture in connection with the merger (the "Merger") of a wholly owned subsidiary ("Newco") of Federated Department Stores, Inc. ("Federated") with and into the Company pursuant to an Agreement and Plan of Merger, dated as of August 14, 1995, among the Company, Federated, and Newco. B. At the effective time of the Merger, subject to certain exceptions, each outstanding share of Common Stock will be converted into the right to receive 0.27 shares of common stock of Federated ("Federated Common Stock"). C. In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to comply with Section 4.12 of the Indenture, the Company and the Trustee hereby agree as follows: Section 1. Defined Terms. Capitalized terms used and not otherwise ------------- defined herein have the respective meanings assigned to such terms in the Indenture. Section 2. Adjustment to Conversion Privilege. From and after the ---------------------------------- effective time of the Merger (the "Effective Time"), on the terms and subject to the conditions set forth in the Indenture, a Holder of a Security may convert it into Federated Common Stock. The number of shares of Federated Common Stock issuable upon conversion of a Security will be determined by dividing the principal amount converted by the conversion price therefor in effect on the conversion date. Effective as of the Effective Time, the conversion price for shares of Federated Common Stock will be $45.15. Thereafter, the conversion price for shares of Federated Common Stock will be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to Common Stock contained in Article IV of the Indenture. Section 3. Ratification. The Indenture as hereby supplemented is in all ------------ respects ratified and confirmed by each of the Company and the Trustee, and all of the rights and powers created thereby or thereunder shall be and remain in full force and effect. Section 4. Governing Law. The laws of the State of New York shall govern ------------- this Supplemental Indenture without regard to principles of conflict of laws. Section 5. Successors. All agreements of the Company in this Supplemental ---------- Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors. Section 6. Multiple Counterparts. The parties may sign multiple --------------------- counterparts of this Supplemental Indenture. Each signed counterpart shall be deemed an original, but all of them together represent the same agreement. -2- IN WITNESS WHEREOF, the undersigned have caused this Supplemental Indenture to be executed by its duly authorized officer as of the date first above written. BROADWAY STORES, INC. Attest: /s/William A. Groll By: /s/John C. Haeckel ----------------------- ----------------------- Name: William A. Groll Name: John C. Haeckel Title: Attorney-in-Fact Title: Executive Vice President BANKERS TRUST COMPANY, Trustee Attest: /s/Marie P. Merrit By: /s/John Wallace ------------------------- -------------------------- Name: Marie P. Merritt Name: John Wallace Title: Vice President Title: Asst. Vice Pres. UNDERTAKING OF FEDERATED DEPARTMENT STORES, INC. By executing this Supplemental Indenture below, Federated hereby (i) undertakes to (A) reserve and keep available, free from preemptive rights, out of its authorized but unissued capital stock, solely for the purpose of issuance upon the conversion of Securities as provided in this Supplemental Indenture and the Indenture, a number of shares of Federated Common Stock sufficient to permit the conversion of all outstanding Securities and (B) to issue and cause to be delivered in accordance with this Supplemental Indenture, the Indenture, and the Company's instructions shares of Federated Common Stock upon the conversion of any Security and (ii) warrants that all shares of Federated Common Stock that may be issued upon the conversion of any Security, when so issued, shall be duly authorized, validly issued, fully paid and nonassessable. FEDERATED DEPARTMENT STORES, INC. By: /s/Dennis J. Broderick ---------------------------------------------- Name: Dennis J. Broderick Title: Senior Vice President -3- -----END PRIVACY-ENHANCED MESSAGE-----