-----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, DyAcCaFAcT3c6YCmf7gRB4I1TLUDNohwt5IY5nGta6X24p60EVZ/Do9inJFcJdLS SN0ThCHRkY4OQVGnZepkEg== 0000794367-98-000021.txt : 19981204 0000794367-98-000021.hdr.sgml : 19981204 ACCESSION NUMBER: 0000794367-98-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981203 ITEM INFORMATION: FILED AS OF DATE: 19981203 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13536 FILM NUMBER: 98763433 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: December 3, 1998 FEDERATED DEPARTMENT STORES, INC. 151 West 34th St., New York, New York 10001 (212) 494-1602 -and- 7 West Seventh Street, Cincinnati, Ohio 45202 (513) 579-7000 Delaware 1-13536 13-3324058 (State of Incorporation) (Commission File No.) (IRS Id. No.) Item 5. Other Events This Current Report on Form 8-K is being filed with the Securities and Exchange Commission by Federated Department Stores, Inc. ("Federated") for the purpose of filing, as exhibits hereto, the Unaudited Consolidated Balance Sheets of Federated as of October 31, 1998, January 31, 1998 and November 1, 1997 and the Unaudited Consolidated Statements of Cash Flows for the 39 weeks ended October 31, 1998 and November 1, 1997, which are concurrently being posted on Federated's website at www.federated- fds.com. The Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Cash Flows filed herewith should be read in conjunction with the consolidated financial statements, the notes thereto and the other information contained in Federated's Annual Report on Form 10-K for the fiscal year ended January 31, 1998. Because of the seasonal nature of the department store business, the cash flows for the 39 weeks ended October 31, 1998 and November 1, 1997 (which do not include the Christmas season) are not indicative of the cash flows for the entire fiscal year. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following exhibits are filed herewith: 99.1 Unaudited Consolidated Balance Sheets of Federated as of October 31, 1998, January 31,1998 and November 1, 1997. 99.2 Unaudited Consolidated Statements of Cash Flows of Federated for the 39 weeks ended October 31, 1998 and November 1, 1997. FEDERATED DEPARTMENT STORES, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERATED DEPARTMENT STORES, INC. Date December 3, 1998 /s/ Dennis J. Broderick Dennis J. Broderick Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit Number 99.1 Unaudited Consolidated Balance Sheets of Federated as of October 31, 1998, January 31, 1998 and November 1, 1997 99.2 Unaudited Consolidated Statements of Cash Flows of Federated for the 39 weeks ended October 31, 1998 and November 1, 1997 EX-99.1 2 Exhibit 99.1 FEDERATED DEPARTMENT STORES, INC. Consolidated Balance Sheets (Unaudited) (millions) October 31, January 31, November 1, 1998 1998 1997 ASSETS: Current Assets: Cash $ 164 $ 142 $ 431 Accounts receivable 2,107 2,640 2,513 Merchandise inventories 4,322 3,239 4,288 Supplies and prepaid expenses 120 115 120 Deferred income tax assets 105 58 116 Total Current Assets 6,818 6,194 7,468 Property and Equipment - net 6,406 6,520 6,423 Intangible Assets - net 670 690 697 Other Assets 323 334 344 Total Assets $ 14,217 $ 13,738 $ 14,932 LIABILITIES AND SHAREHOLDERS' EQUITY: Current Liabilities: Short-term debt $ 699 $ 556 $ 1,899 Accounts payable and accrued liabilities 2,998 2,416 3,048 Income taxes 22 88 28 Total Current Liabilities 3,719 3,060 4,975 Long-Term Debt 3,549 3,919 3,683 Deferred Income Taxes 1,024 939 842 Other Liabilities 557 564 561 Shareholders' Equity 5,368 5,256 4,871 Total Liabilities and Shareholders' Equity $ 14,217 $ 13,738 $ 14,932 EX-99.2 3 Exhibit 99.2 FEDERATED DEPARTMENT STORES, INC. Consolidated Statements of Cash Flows (Unaudited) (millions) 39 Weeks Ended 39 Weeks Ended October 31, 1998 November 1, 1997 Cash flows from operating activities: Net income $ 254 $ 157 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property and equipment 448 418 Amortization of intangible assets 20 21 Amortization of financing costs 6 17 Amortization of unearned restricted stock 1 1 Loss on early extinguishment of debt 23 39 Changes in assets and liabilities: Decrease in accounts receivable 335 322 Increase in merchandise inventories (1,083) (1,041) Increase in supplies and prepaid expenses (5) (10) Increase in other assets not separately identified (13) (9) Increase in accounts payable and accrued liabilities not separately identified 443 468 Increase (decrease)in current income taxes (51) 44 Increase (decrease)in deferred income taxes 38 (16) Decrease in other liabilities not separately identified (7) (3) Net cash provided by operating activities 409 408 Cash flows from investing activities: Purchase of property and equipment (377) (411) Disposition of property and equipment 28 120 Decrease in notes receivable 200 200 Net cash used by investing activities (149) (91) Cash flows from financing activities: Debt issued 650 1,284 Financing costs - (6) Debt repaid (563) (1,445) Increase in outstanding checks 162 88 Acquisition of treasury stock (531) (2) Issuance of common stock 44 46 Net cash used by financing activities (238) (35) FEDERATED DEPARTMENT STORES, INC. Consolidated Statements of Cash Flows (Unaudited) (millions) 39 Weeks Ended 39 Weeks Ended October 31, 1998 November 1, 1997 Net increase in cash $ 22 $ 282 Cash at beginning of period 142 149 Cash at end of period $ 164 $ 431 Supplemental cash flow information: Interest paid $ 235 $ 310 Interest received 13 29 Income taxes paid (net of refunds received) 206 97 Schedule of noncash investing and financing activities: Conversion of long-term debt to common stock 344 - -----END PRIVACY-ENHANCED MESSAGE-----