-----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, JhIrFD2wrmKxGOJuRu6k6h06U5pPKhAmHLSYNhpNX83TF0gud5TUd8ylEoeH8FCg 19//iGyN+t5BqpHyNU1cQw== 0000794367-09-000034.txt : 20090211 0000794367-09-000034.hdr.sgml : 20090211 20090211102341 ACCESSION NUMBER: 0000794367-09-000034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090211 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Macy's, Inc. CENTRAL INDEX KEY: 0000794367 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 133324058 STATE OF INCORPORATION: DE FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13536 FILM NUMBER: 09587956 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: FEDERATED DEPARTMENT STORES INC /DE/ DATE OF NAME CHANGE: 19950307 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 es8k021109.htm 8-K FILED ON 2-11-09 _

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

 

FORM 8-K

 

__________

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported):  February 11, 2009

 

 

MACY'S, INC.

 

 

Delaware

1-13536

13-3324058

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

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

 

-and-

 

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

 

 

 

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 8.01.

Other Events.

 

On February 11, 2009, Macy’s, Inc. (“Macy’s”) issued a press release announcing the expiration on February 10, 2009, of the cash tender offer by its wholly owned subsidiary, Macy’s Retail Holdings, Inc., to purchase any and all of its outstanding 6.30% Senior Notes due April 1, 2009 and 4.80% Senior Notes due July 15, 2009.  The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits

 

 

 

99.1

Press Release of Macy’s dated February 11, 2009.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MACY’S, 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.

 

 

MACY’S, INC.

 

 

Dated:  February 11, 2009

By:  /s/ Dennis J. Broderick

 

Name:  Dennis J. Broderick

 

Title:  Executive Vice President, General Counsel and Secretary

 

 

 

 

Index to Exhibits

 

Index Number

 

 

 

 

 

 

 

99.1

 

Press Release of Macy’s dated February 11, 2009.

 

 

 

 EX-99.1 2 esexhibit991.htm PRESS RELEASE DATED 2-11-09 DRAFT DRAFT DRAFT DRAFT DRAFT DRAFT DRAFT DRAFT 4/3/06

                                                                                                                                     

                                                                                                                 Exhibit 99.1                                     

 

                                            macy's inc.

 

 

 

Contacts:

                                                                                                            Media - Jim Sluzewski

                                                                                                                           513/579-7764

                                                                                                            Investor - Susan Robinson

                                                                                                               513/579-7780

 

 

FOR IMMEDIATE RELEASE

 

MACY'S ANNOUNCES SUCCESSFUL COMPLETION OF TENDER OFFER

CINCINNATI, Ohio, February 11, 2009 – Macy's, Inc. announced today its wholly owned subsidiary, Macy's Retail Holdings, Inc. (the “Company”) has accepted for purchase the principal amount of its outstanding notes set forth below, which were validly tendered pursuant to its previously announced cash tender offer for such notes (the “Offer”). The Offer expired at 5:00 p.m., New York City time, on February 10, 2009 (the “Expiration Time”). Pursuant to the full terms and conditions of the Offer as set forth in the Offer to Purchase, dated February 2, 2009 (the “Offer to Purchase”), the Company has accepted for purchase all validly tendered Notes not validly withdrawn prior to the Expiration Time.

CUSIP Numbers

Original Issuer

Title of Security

Aggregate Principal Amount Outstanding Before Offer

Aggregate Principal Amount Accepted for Purchase

31410H AP6 31410H AM3

Federated Department Stores, Inc.

6.30% Senior Notes due April 1, 2009

$350,000,000

$198,546,000

577778 BW2 577778 BV4

The May Department Stores Company

4.80% Senior Notes due July 15, 2009

$600,000,000

$480,947,000

 

The aggregate consideration for the Notes accepted for purchase, plus accrued and unpaid interest, is $685,677,204.59 and will be paid on February 11, 2009.

By using cash on hand to repurchase and retire this debt early, Macy's, Inc. expects to reduce its interest expense in 2009 by approximately $7.0 million. This amount is net of fees associated with the Offer.

Banc of America Securities LLC served as the coordinating dealer manager and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc. served as the dealer managers for the Offer.  Global Bondholder Services Corporation served as the information agent and depositary.  Jones Day served as legal counsel to Macy's, Inc. and the Company.

Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.

 

Macy's, Inc., with corporate offices in Cincinnati and New York, is one of the nation's premier retailers, with fiscal 2008 sales of $24.9 billion. Macy's, Inc. operates more than 840 department stores in 45 states, the District of Columbia, Guam and Puerto Rico under the names of Macy's and Bloomingdale's. Macy's, Inc. also operates macys.com and bloomingdales.com. Prior to June 1, 2007, Macy's, Inc. was known as Federated Department Stores, Inc.

 

All statements in this press release that are not statements of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based upon the current beliefs and expectations of Macy's, Inc.'s and the Company's management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this release because of a variety of factors, including conditions to, or changes in the timing of, proposed transactions, prevailing interest rates, changes in expected synergies, cost savings and non-recurring charges, competitive pressures from specialty stores, general merchandise stores, manufacturers' outlets, off-price and discount stores, new and established forms of home shopping (including the Internet, mail-order catalogs and television) and general consumer spending levels, including the impact of the availability and level of consumer debt, the effect of weather and other factors identified in documents filed by Macy's, Inc. or the Company with the Securities and Exchange Commission.

 

#   #   #

 

(NOTE:  Additional information on Macy's, Inc., including past press releases, is available at www.macysinc.com/pressroom)

 

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