-----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, N8dUTQTp3dWTkW5h0jjI8rTa3rWnzNQzoUysQZ6V26/JDgUnzJbXY/R5HEXn4kBD 37SWKnTtI6CVaQi723IAjw== 0000794367-96-000011.txt : 19960702 0000794367-96-000011.hdr.sgml : 19960702 ACCESSION NUMBER: 0000794367-96-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960701 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FEDERATED DEPARTMENT STORES INC /DE/ CENTRAL INDEX KEY: 0000794367 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 133324058 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13536 FILM NUMBER: 96589512 BUSINESS ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 2126954400 MAIL ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 FORMER COMPANY: FORMER CONFORMED NAME: R H MACY & CO INC DATE OF NAME CHANGE: 19950307 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [FEE REQUIRED] For fiscal year ended December 31, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number : 1-13536 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Federated Savings Plan for Employees of Lazarus PA, Inc. B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Federated Department Stores, Inc. 151 West 34th Street New York, New York 10001 and 7 West Seventh Street Cincinnati, Ohio 45202 FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Financial Statements December 31, 1995 and 1994 With Independent Auditors' Report Thereon FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. December 31, 1995 and 1994 Index Independent Auditors' Report Statements of Net Assets Available for Benefits, with Fund Information - December 31, 1995 and 1994 Statements of Changes in Net Assets Available for Benefits, with Fund Information - Years Ended December 31, 1995 and 1994 Notes to Financial Statements Independent Auditors' Report Pension and Profit Sharing Committee Federated Department Stores, Inc. Federated Savings Plan for Employees of Lazarus PA, Inc. We have audited the accompanying statements of net assets available for benefits of the Federated Savings Plan for Employees of Lazarus PA, Inc. as of December 31, 1995 and 1994 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1995 and 1994 and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The Fund Information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG Peat Marwick LLP Cincinnati, Ohio June 14, 1996 FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Statement of Net Assets Available for Benefits, with Fund Information December 31, 1995
Loan Fund A Fund B Fund C Fund D Fund Total Assets: Investments, at fair value (note 3): Participation in Master Trust $ 1,981,324 $ 1,621,860 $ 1,649,816 $ 462,546 $ - $ 5,715,546 Participants' loans - - - - 85,896 85,896 Total investments 1,981,324 1,621,860 1,649,816 462,546 85,896 5,801,442 Receivables: Employer contributions - - - 6,114 - 6,114 Employee contributions 48,583 46,086 39,827 9,697 - 144,193 Total receivables 48,583 46,086 39,827 15,811 - 150,307 Net assets available for benefits $ 2,029,907 $ 1,667,946 $ 1,689,643 $ 478,357 $ 85,896 $ 5,951,749 The accompanying notes are an integral part of these financial statements.
FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Statement of Net Assets Available For Benefits, with Fund Information December 31, 1994
Clearing Money Managed Index Small Account Market Income Equity Cap Delaware Loan Fund Fund Fund Fund Fund Fund Fund Total Assets: Investments, at fair value (note 3): Money market funds $ 51,003 $1,016,628 $1,767,642 $1,716,091 $1,608,741 $ - $ 1,893 $6,161,998 Other mutual funds - - 10,398 32,823 82,284 344,450 - 469,955 Participants' loans - - - - - - 174,455 174,455 Total investments 51,003 1,016,628 1,778,040 1,748,914 1,691,025 344,450 176,348 6,806,408 Investment income receivable 610 8,626 545 530 497 8,286 43 19,137 Due (to) from other funds (51,613) 3,163 (78,951) 31,998 14,999 130,195 (49,791) - Total assets - 1,028,417 1,699,634 1,781,442 1,706,521 482,931 126,600 6,825,545 Liabilities: Accrued liabilities - 638 1,147 1,147 1,105 213 - 4,250 Net assets available for benefits $ - $1,027,779 $1,698,487 $1,780,295 $1,705,416 $ 482,718 $ 126,600 $6,821,295 The accompanying notes are an integral part of these financial statements.
FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Statement of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1995
Fund A Fund B Fund C Fund D Additions: Contributions: Employee $ 264,593 $ 231,360 $ 210,060 $ 51,355 Employer 221 338 853 106,514 Total contributions 264,814 231,698 210,913 157,869 Net investment income (loss): Plan interest in Master Trust investment income (note 3) 213,533 403,422 475,257 93,261 Investment income (loss) - - - - Total investment income (loss) 213,533 403,422 475,257 93,261 Total additions 478,347 635,120 686,170 251,130 Deductions - Participant withdrawals 2,417,867 193,638 245,688 65,680 Transfer of assets from PNC to Master Trust 4,540,250 977,603 950,206 229,196 Interfund transfers, net (570,823) 248,861 298,955 63,711 Net increase (decrease) 2,029,907 1,667,946 1,689,643 478,357 Net assets available for benefits: Beginning of year - - - - End of year $ 2,029,907 $ 1,667,946 $ 1,689,643 $ 478,357 The accompanying notes are an integral part of these financial statements.
(Continued) FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Statement of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1995
Money Managed Index Small Market Income Equity Cap Delaware Loan Fund Fund Fund Fund Fund Fund Total Additions: Contributions: Employee $ - $ - $ - $ - $ - $ - $ 757,368 Employer - - - - - - 107,926 Total contributions - - - - - - 865,294 Net investment income (loss): Plan interest in Master Trust investment income (note 3) - - - - - - 1,185,473 Investment income (loss) (2,806) 1,659 1,639 1,557 511 - 2,560 Total investment income (loss) (2,806) 1,659 1,639 1,557 511 - 1,188,033 Total additions (2,806) 1,659 1,639 1,557 511 - 2,053,327 Deductions - Participant withdrawals - - - - - - 2,922,873 Transfer of assets from PNC to Master Trust (1,024,973) (1,700,146) (1,781,934) (1,706,973) (483,229) - - Interfund transfers, net - - - - - (40,704) - Net increase (decrease) (1,027,779) (1,698,487) (1,780,295) (1,705,416) (482,718) (40,704) - Net assets available for benefits: Beginning of year 1,027,779 1,698,487 1,780,295 1,705,416 482,718 126,600 6,821,295 End of year $ - $ - $ - $ - $ - $ 85,896 $5,951,749 The accompanying notes are an integral part of these financial statements.
(Continued) FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Statement of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1994
Money Managed Index Small Market Income Equity Cap Delaware Loan Fund Fund Fund Fund Fund Fund Total Additions: Contributions: Employee $ 139,453 $ 169,381 $ 284,632 $ 209,056 $ 90,465 $ - $ 892,987 Employer 1,920 3,848 4,359 3,820 1,645 - 15,592 Total contributions 141,373 173,229 288,991 212,876 92,110 - 908,579 Investment income (loss): Investment income 34,012 117,797 65,803 80,360 16,135 9,720 323,827 Net depreciation in fair value of investments - (220,745) (51,617) (119,480) (12,806) - (404,648) Total investment income (loss) 34,012 (102,948) 14,186 (39,120) 3,329 9,720 (80,821) Total additions 175,385 70,281 303,177 173,756 95,439 9,720 827,758 Deductions: Participant withdrawals 261,667 367,568 470,247 454,613 122,484 4,066 1,680,645 Administrative expenses (note 6) 8,852 16,573 14,888 15,278 3,633 - 59,224 Total deductions 270,519 384,141 485,135 469,891 126,117 4,066 1,739,869 Interfund transfers, net (72,771) (55,643) (51,781) 45,805 132,978 1,412 - Net increase (decrease) (167,905) (369,503) (233,739) (250,330) 102,300 7,066 (912,111) Net assets available for benefits: Beginning of year 1,195,684 2,067,990 2,014,034 1,955,746 380,418 119,534 7,733,406 End of year $1,027,779 $1,698,487 $1,780,295 $1,705,416 $482,718 $ 126,600 $6,821,295 The accompanying notes are an integral part of these financial statements.
FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Notes to Financial Statements December 31, 1995 and 1994 1.Description of Plan The following brief description of Federated Savings Plan for Employees of Lazarus PA, Inc. (the "Plan") is provided for general information purposes only. Participants should refer to the Plan document for more complete information. General The Plan is sponsored by Federated Department Stores, Inc. (the "Company") which acquired Joseph Horne Co., Inc. ("Horne's"), the former sponsor of the Plan, on May 26, 1994. The Plan, established as of July 1, 1987, is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan was amended and restated as of January 1, 1995 (the "Amendment Date") to adopt provisions substantially similar to the thrift incentive provisions of the The Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan ("RITI"), also sponsored by the Company, and to change the name of the plan from the Joseph Horne Co., Inc. Thrift Incentive Plan to the current name. Eligibility and Vesting Employees are generally eligible for participation in the Plan after one year of service of at least 1,000 hours. Participants are fully vested in the value of their own and the Company's contributions at all times. Prior to the Amendment Date, participants became vested in their allocated share of employer contributions in 20% increments after two years and became fully vested after six years of credited service. Participant Accounts An account is maintained for each participant in the Plan which shows the participant's separate interest in the Plan. At the end of each year, the Company's contributions are allocated to individual accounts for participants who did not make a withdrawal of basic (first 5%) savings during the year, in the proportion that each participant's basic savings made and not withdrawn during the year bears to the aggregate amounts of basic savings made and not withdrawn by all participants during the year. Additional voluntary contributions (any contributions in excess of 5% of compensation) do not participate in the Company's allocation. Company contributions are made at year end only to persons who are active participants on the last day of the year. At the end of each month, investment earnings for each fund are allocated to individual accounts on amounts not withdrawn during the month in the proportion that each such participant's interest at the beginning of the month bears to the total of all such participants' interests in that fund at the beginning of such month less withdrawals. Participants may elect to contribute to the Plan an amount equal to 1% to 10% (subject to certain limitations) of the participant's eligible compensation. Alternatively, a participant may elect to make these contributions (subject to certain limitations) on a pre-tax basis pursuant to Section 401(k) of (Continued) FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Notes to Financial Statements - Continued December 31, 1995 and 1994 the Internal Revenue Code. Contributions up to 5% of eligible compensation are basic savings which are eligible for matching Company contributions. The Company's annual contribution is an amount equal to the greater of 2% of the Company's income before federal income taxes from participating divisions or the amount necessary to match 20% of participants' basic savings. The Company contributed 20.0% of participants' basic savings for year ended December 31, 1995. Participants are permitted to make withdrawals of their after- tax contributions to the Plan at any time. Withdrawals of pre- tax contributions are subject to the hardship rules of Section 401 of the Internal Revenue Code. At termination, participants may elect to receive the balance of their account either in a lump sum or an annuity contract. Prior to the Amendment Date, plan participants could make regular pre-tax contributions of 2% to 6% of their salaries or wages. Participants directed their contributions to one or several investment fund options subject to allocation limitations set forth in the Plan. Changes in allocation of future contributions and transfers of presently invested contributions between funds were permitted pursuant to the Plan provisions. The employer could match participants' contributions and credit the participants accounts on a monthly basis, reduced by forfeitures of nonvested Plan participants. After January 1994, Horne's elected to discontinue its employer contribution. Loans Prior to the Amendment Date, loans could be granted subject to specified limitations and only against that portion of a participant's account that was vested. Loans are collateralized by the vested portion of the participant's account and repayments are made through payroll deductions. All loans bear interest at the prime rate plus two percentage points on the first day of the calendar quarter in which the note was signed. After the Amendment Date, no new participant loans can be granted from the Plan. 2.Summary of Significant Accounting Policies a) Master Trust Effective January 1, 1995, the Plan entered into the Federated Department Stores, Inc. Defined Contribution Plan Master Trust (the "Master Trust") Agreement with the Company's trustee. Under the terms of the Master Trust, the trustee serves as trustee custodian for the Master Trust which was established for the investment of assets of the Plan and of RITI. As part of the Master Trust formation, all of the assets held by the PNC Bank Corp. ("PNC"), the former trustee, were liquidated and transferred to the Master Trust. The Federated Department Stores, Inc. Pension and Profit Sharing Committee selects a diversified group of investment managers who determine purchases and sales of investments for their respective portions of the assets allocated to them to manage in the Master Trust. (Continued) FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Notes to Financial Statements - Continued December 31, 1995 and 1994 b) Basis of Presentation The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. c) Investments The fair value of the Plan's participation in the Master Trust is based on the beginning of year value of the Plan's participation in the Master Trust plus allocated investment income, plus actual contributions, less actual distributions and allocated administrative expenses. Other investments, except for loans, are reported at fair value as determined by quoted market prices on an active market. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses on the sale of securities are reported on the average cost method. Outstanding loans in the loan fund are stated at amortized cost. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. d) Use of Estimates The Plan administrator has made a number of estimates and assumptions relating to the preparation of these financial statements. Actual results could differ from these estimates. 3. Investments All of the Plan's investments were transferred to the Master Trust on January 1, 1995 which was established for the investment of assets of the Plan and of RITI. Each participating plan has an undivided interest in the Master Trust. The assets of the Master Trust are held by the trustee. At December 31, 1995, the Plan's interest in the net assets of the Master Trust was approximately .9%. Investment income and administrative expense relating to the Master Trust are allocated to the individual plans based upon monthly balances invested by each plan. In 1994, the Company was party to a trust agreement with a trustee with respect to the operation of the Plan and the establishment and management of the trust fund. (Continued) FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Notes to Financial Statements - Continued December 31, 1995 and 1994 The trustee under both the Master Trust and previously, in accordance with the trust agreement, invests all contributions to the Plan among several investment funds. The current fund options are Funds A, B, C and D. Fund A is invested in fixed- income investments and insurance contracts. Fund B is composed of common/collective trusts which invest in a varying mixture of equity securities and fixed-income instruments. Fund C is invested in an equity index fund consisting of Standard and Poor's 500 stock investments. Fund D is invested in the common stock of the Company. Company contributions are directed to Fund D. Participants may elect to redirect the value of Company contributions to other investment options permitted pursuant to the Plan provisions. The following table presents the fair values or contract values of investments and total net assets for the Master Trust at December 31, 1995: Assets: Investments at fair value: Cash and cash equivalents $ 23,449 U. S. Government securities 110,496,670 Corporate debt instruments 75,797,493 Preferred stock 133,239 Common stock 72,016,207 Foreign government securities 4,967,180 Common/collective trusts 278,246,438 Total investments at fair value 541,680,676 Insurance contracts at contract value 111,880,590 Total investments 653,561,266 Receivables: Securities sold 282,364 Accrued interest, dividend and other income 2,313,919 Total receivables 2,596,283 Total assets 656,157,549 Accrued liabilities: Due to broker for securities purchased 5,651,352 Accrued administrative expenses 501,650 Total accrued liabilities 6,153,002 Total net assets $650,004,547 FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Notes to Financial Statements - Continued December 31, 1995 and 1994 Net investment income for the Master Trust for the years ended December 31, 1995 is as follows: Net appreciation in fair value of investments: Certificates of deposit $ (5,610) U.S. Government securities 8,514,007 Corporate debt instruments 1,564,391 Preferred stock 9,323 Common stock 19,583,368 Foreign government securities 13,001 Common/collective trusts 60,910,182 Net appreciation in fair value of investments 90,588,662 Interest 24,425,834 Dividends 4,337,912 Other 2,856,868 Total investment income 122,209,276 Administrative expenses (2,561,490) Net investment income $ 119,647,786 The following table presents the fair value of investments, except for loans, held as of December 31, 1994 that represent five percent or more of the Plan's net assets. PNC money market fund $6,161,998 Delaware fund 344,450 Net depreciation in the fair value of investments for the year ended December 31, 1994 was as follows: PNC managed income fund $ (220,745) PNC index equity fund (51,617) PNC small cap value fund (119,480) Delaware fund (12,806) $ (404,648) (Continued) FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. Notes to Financial Statements - Continued December 31, 1995 and 1994 4.Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100 % vested in their accounts, the Company would have no further obligation to make contributions, and all sums credited to individual accounts (after expenses) would be distributed to participants. 5.Federal Income Tax The Plan obtained its latest determination letter on July 20, 1988, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. While the Plan has been amended since receiving such determination letter, the Plan administrator and the Plan's tax counsel believed that the Plan was designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. The Plan has since received a favorable determination letter dated April 12, 1996 which states that the Plan, as then designed, was in compliance with applicable provisions of the Internal Revenue Code and, therefore, is exempt from Federal income tax. Therefore, no provision for income taxes has been included in the Plan's financial statements. 6.Administrative Expenses Various expenses, including trust, investment, consulting, actuarial, recordkeeping, legal and audit fees, are paid for by the Plan. Pursuant to the requirements of the Securities and Exchange Act of 1934, the members of the Pension and Profit Sharing Committee (which is the administrative committee for the Federated Savings Plan for Employees of Lazarus PA, Inc.) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUA PA, INC. Dated: July 1, 1996 By: /s/ John R. Sims John R. Sims Chairman of the Pension and Profit Sharing Committee CONSENT OF INDEPENDENT AUDITORS The Board of Directors Federated Department Stores, Inc. We consent to incorporation by reference in this Registration Statement No. 33-88240 on Form S-8 of Federated Department Stores, Inc. of our report dated June 14, 1996, relating to the statements of net assets available for benefits of Federated Savings Plan for Employees of Lazarus PA, Inc. as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits for the years then ended, which report appears in the December 31, 1995 Annual Report on Form 11-K of Federated Savings Plan for Employees of Lazarus PA, Inc. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Cincinnat, Ohio June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----