-----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, FQ22c2suDBrCf7o+xFJ4i+x+T21A7Q7nXKWsr0xODEfGU07IP1nrwjXENMe/vMli 2qPpaz794KDHurq3R5RReQ== 0000794367-05-000084.txt : 20050714 0000794367-05-000084.hdr.sgml : 20050714 20050714111415 ACCESSION NUMBER: 0000794367-05-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050713 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050714 DATE AS OF CHANGE: 20050714 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: 1934 Act SEC FILE NUMBER: 001-13536 FILM NUMBER: 05953714 BUSINESS ADDRESS: STREET 1: 7 WEST SEVENTH STREET CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5135797000 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 FORMER COMPANY: FORMER CONFORMED NAME: MACY ACQUIRING CORP DATE OF NAME CHANGE: 19861124 8-K 1 fds8k071405.htm FORM 8-K AND EXHIBIT SECURITIES AND EXCHANGE COMMISSION

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: July 13, 2005

 
 

FEDERATED DEPARTMENT STORES, INC.

 

7 West Seventh Street, Cincinnati, Ohio 45202
(513) 579-7000

 

-and-

 

151 West 34th Street, New York, New York 10001
(212) 494-1602

 
 

Delaware

1-13536

13-3324058

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Item 7.01

Regulation FD Disclosure

     On July 13, 2005, Federated Department Stores, Inc. ("Federated") issued a press release announcing that the shareholders of Federated voted to approve the proposed merger with The May Department Stores Company. The shareholders voted in favor of a resolution to authorize the issuance of Federated common stock pursuant to an agreement and plan of merger between the two companies. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

(c)     Exhibits.

99.1

Press Release, dated July 13, 2005.

 

FEDERATED DEPARTMENT STORES, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FEDERATED DEPARTMENT STORES, INC.

Dated:  July 14, 2005

By:   /s/ Dennis J. Broderick

Name:  Dennis J. Broderick

Title:  Senior Vice President, General Counsel and Secretary

 

EXHIBIT 99.1

FEDERATED DEPARTMENT STORES, INC.

 

Contacts:

     Media- Jim Sluzewski

                      513/579-7764

     Investor- Susan Robinson

                      513/579-7780

 

FOR IMMEDIATE RELEASE

 

FEDERATED SHAREHOLDERS VOTE TO APPROVE MAY MERGER

 
 

     CINCINNATI, OHIO, July 13, 2005 - Shareholders of Federated Department Stores, Inc. today approved the company's proposed merger with The May Department Stores Company. About 81 percent of shares outstanding, representing more than 99 percent of votes cast at Federated's Annual Meeting of Shareholders, were in favor of a resolution to authorize the issuance of Federated common stock pursuant to an agreement and plan of merger between the two companies.

 

     "As we have stated before, the combined company will be an exciting organization - a fashion retailer with about $30 billion in sales and truly national scope and presence," Terry J. Lundgren, Federated's chairman, president and chief executive officer, told the annual meeting. "The road ahead for Federated is very exciting and presents us with an opportunity to transform our industry in a way that will benefit customers from coast to coast."

 

     Contingent on completion of the antitrust review of the transaction by regulators, the company continues to believe the merger with May will close in the fiscal third quarter of 2005.

 

     This release contains statements about expected future events that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, Federated expectations regarding the closing and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Federated management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in the forward-looking statements contained in this document because of a variety of factors, including a significant change in the timing of, or the imposition of any government conditions or legal impediments to, the closing of the proposed transaction. Additional factors that may affect the future results of Federated are set forth in its filings with the SEC, which are available at www.fds.com.

 

     Federated, with corporate offices in Cincinnati and New York, is one of the nation's leading department store retailers, with annual sales of more than $15.6 billion. Federated operates more than 450 stores in 34 states, Guam and Puerto Rico under the names of Macy's and Bloomingdale's. The company also operates macys.com and Bloomingdale's By Mail.

 

(NOTE: Additional information on Federated, including past news releases, is available at www.fds.com/pressroom.)

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