-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, OnjongcLHtqzcve7R0wRBiqbVkuIKbiePpf9ITBXzFpL7IgDSaOhXG/q9F46ZTIF g0qnN2L4G5LlKv4AmU/lXg== 0000794367-95-000018.txt : 199506300000794367-95-000018.hdr.sgml : 19950630 ACCESSION NUMBER: 0000794367-95-000018 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950629 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: 95550971 BUSINESS ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 513-579-70 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, 1994 [ ] 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 JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN (CURRENTLY NAMED THE FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC.) Financial Statements and Schedules December 31, 1994 and 1993 With Independent Auditors' Report Thereon JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN December 31, 1994 and 1993 Index Independent Auditors' Report Statements of Net Assets Available for Plan Benefits, with Fund Information - December 31, 1994 and 1993 Statements of Changes in Net Assets Available for Plan Benefits, with Fund Information - Years Ended December 31, 1994 and 1993 Notes to Financial Statements Schedules Schedule of Investments - December 31, 1994 1 Schedule of Reportable Transactions for the Year ended December 31, 1994 2 Independent Auditors' Report Pension and Profit Sharing Committee Federated Department Stores, Inc. Joseph Horne Co., Inc. Thrift Incentive Plan: We have audited the accompanying statement of net assets available for benefits of the Joseph Horne Co., Inc. Thrift Incentive Plan as of December 31, 1994 and the related statement of changes in net assets available for benefits for the year 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. The accompanying financial statements of the Joseph Horne Co., Inc. Thrift Incentive Plan as of December 31, 1993, were audited by other auditors whose report thereon dated December 2, 1994, expressed an unqualified opinion on those statements. 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 1994 financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and the changes in net assets available for benefits for the year 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 supplemental schedules of Investments and Reportable Transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. 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 supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. KPMG Peat Marwick LLP \s\ KPMG Peat Marwick LLP Cincinnati, Ohio June 26, 1995 JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN 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.
(Continued) JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN Statement of Net Assets Available for Benefits, with Fund Information December 31, 1993
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 $ 99,910 $1,303,185 $ 37,784 $ 30,732 $ 45,012 $ 4,954 $ 9,599 $1,531,176 Other mutual funds - - 1,958,982 1,919,822 1,829,341 341,160 - 6,049,305 Participants' loans - - - - - - 120,440 120,440 Total investments 99,910 1,303,185 1,996,766 1,950,554 1,874,353 346,114 130,039 7,700,921 Investment income receivable 507 3,420 26 22 25 24,379 67 28,446 Employer contributions receivable 6,138 12,593 7 648 318 11 - 19,715 Due (to) from other funds (106,555) (120,805) 75,332 66,855 84,938 10,807 (10,572) - Total assets - 1,198,393 2,072,131 2,018,079 1,959,634 381,311 119,534 7,749,082 Liabilities: Accrued liabilities - 2,709 4,141 4,045 3,888 893 - 15,676 Net assets available for benefits $ - $1,195,684 $2,067,990 $2,014,034 $1,955,746 $ 380,418 $ 119,534 $7,733,406 The accompanying notes are an integral part of these financial statements.
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN 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 Additions: Fund Fund Fund Fund Fund Fund Total 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.
(Continued) JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN Statement of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1993
Money Managed Index Small Market Income Equity Cap Delaware Loan Additions: Fund Fund Fund Fund Fund Fund Total Contributions: Employee $ 158,145 $ 275,402 $ 294,464 $ 260,647 $ 23,192 $ - $1,011,850 Employer 33,162 41,368 54,119 43,269 4,467 - 176,385 Total contributions 191,307 316,770 348,583 303,916 27,659 - 1,188,235 Investment income (loss): Investment income 43,744 133,552 194,173 40,854 24,561 11,006 447,890 Net appreciation (depreciation) in fair value of investments - 17,708 255,170 183,146 (34,190) - 421,834 Total investment income (loss) 43,744 151,260 449,343 224,000 (9,629) 11,006 869,724 Total additions 235,051 468,030 797,926 527,916 18,030 11,006 2,057,959 Deductions: Participant withdrawals 270,835 151,150 173,373 101,619 - - 696,977 Administrative expenses (note 6) 15,143 16,679 16,145 15,434 1,242 - 64,643 Total deductions 285,978 167,829 189,518 117,053 1,242 - 761,620 Interfund transfers, net (157,450) 948,844 (1,482,620) 354,591 363,630 (26,995) - Net increase (decrease) (208,377) 1,249,045 (874,212) 765,454 380,418 (15,989) 1,296,339 Net assets available for benefits: Beginning of year 1,404,061 818,945 2,888,246 1,190,292 - 135,523 6,437,067 End of year $1,195,684 $ 2,067,990 $ 2,014,034 $ 1,955,746 $ 380,418 $ 119,534 $7,733,406 The accompanying notes are an integral part of these financial statements.
JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN Notes to Financial Statements December 31, 1994 and 1993 1.Description of Plan The following brief description of Joseph Horne Co., Inc. Thrift Incentive Plan (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 the 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"). 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 contributions at all times. Participants become vested in their allocated share of employer contributions in 20% increments after two years and become fully vested after six years of credited service. Participants Accounts Plan participants may make regular pre-tax contributions of 2% to 6% of their salaries or wages. Participants may direct 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 are permitted pursuant to the Plan provisions. The employer may 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 Loans may be granted subject to specified limitations and only against that portion of a participant's account that is 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 is signed. (Continued) JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN Notes to Financial Statements - Continued December 31, 1994 and 1993 2.Summary of Significant Accounting Policies a)Basis of Presentation The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting. b)Investments 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. During 1993, investments in the Fixed Income Fund, Equity Fund I and Equity Fund II were converted to the Managed Income, Index Equity Fund, and Small Cap Fund, respectively. c)Reclassifications Certain amounts in the 1993 financial statements have been reclassified to conform with the current year presentation. 3.Investments The Company has a trust agreement with PNC Bank Corp. ("PNC") with respect to the operation of the Plan and the establishment and management of the trust fund. The following table presents the fair value of investments, except for loans, held as of December 31, 1994 and 1993 that represent five percent or more of the Plan's net assets.
1994 1993 PNC money market fund $6,161,998 $1,531,176 PNC managed income fund - 1,958,982 PNC index equity fund - 1,919,822 PNC small cap value fund - 1,829,341 Delaware fund 344,450 -
(Continued) JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN Notes to Financial Statements - Continued December 31, 1994 and 1993 Net appreciation (depreciation) in the fair value of investments for the years ended December 31, 1994 and 1993 was as follows:
1994 1993 PNC managed income fund $ (220,745) $ 17,708 PNC index equity fund (51,617) 255,170 PNC small cap value fund (119,480) 183,146 Delaware fund (12,806) (34,190) $ (404,648) $ 421,834
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. 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 believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the plan's financial statements. 6. Administrative Expenses Administrative expenses, including trust, investment, actuarial, legal and audit fees, are paid for by the Plan. 7.Subsequent Event Effective January 1, 1995, the Plan entered into the Federated Department Stores, Inc. Defined Contribution Plan Master Trust Agreement (the "Master Trust") 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 The Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan ("RITI"), also sponsored by the Company. As part of the Master Trust formation, all of the assets held by PNC were liquidated and transferred to the Master Trust. (Continued) JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN Notes to Financial Statements - Continued December 31, 1994 and 1993 In addition, the Plan was amended and restated as of January 1, 1995 to adopt provisions substantially similiar to the thrift incentive provisions of RITI and to change the name of the Plan to The Federated Savings Plan for Employees of Lazarus PA, Inc. (the "Amended Plan"). Under the provisions of the Amended Plan, participants are immediately vested 100% in their own and the Company's contributions; participants can contribute an amount equal to 1% to 10% (subject to certain limitations) of the participant's eligible compensation; the Company's annual contribution is an amount equal to the greater of 2% of the Company's pre-tax income from participating divisions or the amount necessary to match 20% of participants' basic savings (up to 5% of eligible compensation) and the option for new participant loans was eliminated from the Plan. Participants should refer to the Amended Plan document for more complete information. 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 by the undersigned, thereunto duly authorized. FEDERATED SAVINGS PLAN FOR EMPLOYEES OF LAZARUS PA, INC. By: \s\ John R. Sims John R. Sims Pension and Profit Sharing Committee June 29, 1995 Schedule 1 JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN Schedule of Investments December 31, 1994
Current Cost Value Clearing Account *PNC Money Market Fund $ 51,003 $ 51,003 Money Market Fund: *PNC Money Market Fund 1,016,628 1,016,628 Managed Income Fund: *PNC Money Market Fund 1,767,642 1,767,642 *PNC Managed Income Fund 10,398 10,398 1,778,040 1,778,040 Index Equity Fund: *PNC Money Market Fund 1,716,091 1,716,091 *PNC Index Equity Fund 32,854 32,823 1,748,945 1,748,914 Small Cap Fund: *PNC Money Market Fund 1,608,741 1,608,741 *PNC Small Cap Value Fund 80,341 82,284 1,689,082 1,691,025 Delaware Fund: Delaware Fund Inc. 381,320 344,450 Loan Fund: *PNC Money Market Fund 1,893 1,893 *Participant Loans (8-11.5% Interest) - 174,455 1,893 176,348 Total Investments $ 6,666,911 $ 6,806,408 * Denotes party-in-interest
Schedule 2 JOSEPH HORNE CO., INC. THRIFT INCENTIVE PLAN Schedule of Reportable Transactions Year Ended December 31, 1994
Proceeds Net Gain Total From Cost of (Loss) Description of Asset Purchases Sales Sales On Sales *PNC Money Market Fund $9,059,230 $4,428,412 $4,428,412 $ - *PNC Managed Income Fund 282,351 2,248,319 2,466,490 (218,171) *PNC Index Equity Fund 387,375 2,228,827 2,222,426 6,401 *PNC Small Cap Value Fund 340,734 2,103,038 2,046,503 56,535 Delaware Fund 475,768 409,716 412,341 (2,625) *Denotes party-in-interest
CONSENT OF INDEPENDENT AUDITORS The Board of Directors Federated Department Stores, Inc. We consent to incorporation by reference in registration statement No. 33-88240 on Form S-8 of Federated Department Stores, Inc. of our report dated June 23, 1995, relating to the statement of net assets available for benefits of Joseph Horne Co., Inc. Thrift Incentive Plan (currently named Federated Savings Plan for Employees of Lazarus PA, Inc.) as of December 31, 1994, and the related statement of changes in net assets available for benefits for the years then ended, and related schedules, which report appears in the December 31, 1994 Annual Report on Form 11-K of Joseph Horne Co., Inc. Thrift Incentive Plan (currently named Federated Savings Plan for Employees of Lazarus PA, Inc.). KPMG Peat Marwick LLP \s\ KPMG Peat Marwick LLP Cincinnati, Ohio June 26, 1995 -----END PRIVACY-ENHANCED MESSAGE-----