-----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, Li9xTxUnRcrBBe/bwtQqHsodgdNavZOyhSIbLkAMMZqAWKXAaTtuxjERW+qF4xYf c/HbHTBEeAavLw4lYuiRxA== 0000794367-96-000012.txt : 19960702 0000794367-96-000012.hdr.sgml : 19960702 ACCESSION NUMBER: 0000794367-96-000012 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: 96589513 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 Department Stores, Inc. Retirement Income and Thrift Incentive Plan. 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 DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Financial Statements December 31, 1995 and 1994 With Independent Auditors' Report Thereon FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN 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. Retirement Income and Thrift Incentive Plan: We have audited the accompanying statements of net assets available for benefits of Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan 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 audits. We conducted our audits 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 audits provide 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 audits were 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 benefits and changes in net assets available for benefits of each fund. The Fund Information has been subjected to the auditing procedures applied in the audits 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 DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Statement of Net Assets Available for Benefits, with Fund Information December 31, 1995
Stability Diversified Income Thrift Incentive Fund Fund Fund Fund A Fund B Fund C Fund D Total Assets: Investments, at fair value (note 3)- Participation in Master Trust $143,822,947 $12,830,469 $230,187,959 $151,535,258 $90,648,217 $15,264,151 $644,289,001 Receivables: Employer contributions - - - - - 33,739 33,739 Employee contributions - - 1,762,832 1,314,502 896,929 63,592 4,037,855 Total receivables - - 1,762,832 1,314,502 896,929 97,331 4,071,594 Net assets available for benefits $143,822,947 $12,830,469 $231,950,791 $152,849,760 $91,545,146 $15,361,482 $648,360,595 The accompanying notes are an integral part of these financial statements.
FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Statement of Net Assets Available for Benefits, with Fund Information December 31, 1994
Stability Diversified Income Thrift Incentive Fund Fund Fund Fund A Fund B Fund C Fund D Total Assets: Investments, at fair value (note 3): U.S. Government securities $ 37,482,271 $12,097,406 $102,606,959 $ - $ - $ - $152,186,636 Corporate debt instruments 16,453,437 3,718,138 95,806,892 - - - 115,978,467 Corporate stock - preferred 315,600 - - - - - 315,600 Corporate stock - common 55,883,987 - - 775 - 758,970 56,643,732 Common/collective trusts 27,092,475 51,599 14,300,294 122,693,047 66,624,540 21,379 230,783,334 Certificates of deposit - - 2,999,716 - - - 2,999,716 Other investments - - 4,965,980 - - - 4,965,980 137,227,770 15,867,143 220,679,841 122,693,822 66,624,540 780,349 563,873,465 Insurance contracts, at contract value - - 26,608,364 - - - 26,608,364 Total investments 137,227,770 15,867,143 247,288,205 122,693,822 66,624,540 780,349 590,481,829 Receivables: Employer contributions - - - - - 7,793,520 7,793,520 Employee contributions - - 554,606 447,770 258,126 4,045 1,264,547 Accrued interest and dividends 879,736 232,909 2,267,142 5,211 76 107 3,385,181 Securities sold 242,214 - - - - - 242,214 Total receivables 1,121,950 232,909 2,821,748 452,981 258,202 7,797,672 12,685,462 Cash 8,990 - 12,146 1 - 1 21,138 Total assets 138,358,710 16,100,052 250,122,099 123,146,804 66,882,742 8,578,022 603,188,429 Accrued liabilities: Securities purchased 328,397 - - - - - 328,397 Other accrued liabilities 166,442 13,922 145,320 136,453 8,179 1,651 471,967 Total liabilities 494,839 13,922 145,320 136,453 8,179 1,651 800,364 Net assets available for benefits $137,863,871 $16,086,130 $249,976,779 $123,010,351 $66,874,563 $8,576,371 $602,388,065 The accompanying notes are an integral part of these financial statements.
(Continued) FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Statement of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1995
Stability Diversified Income Thrift Incentive Fund Fund Fund Fund A Fund B Fund C Fund D Total Additions: Net investment income - Plan interest in Master Trust investment income (Note 3) $ 33,434,616 $ 1,220,110 $ 19,879,755 $ 37,022,253 $24,872,815 $ 2,032,764 $118,462,313 Contributions: Employer - - 24,155 11,702 4,674 5,034,217 5,074,748 Employee - - 13,111,812 14,579,661 9,578,634 542,517 37,812,624 Total contributions - - 13,135,967 14,591,363 9,583,308 5,576,734 42,887,372 Total additions 33,434,616 1,220,110 33,015,722 51,613,616 34,456,123 7,609,498 161,349,685 Deductions - Distributions 25,989,769 5,886,209 51,438,577 20,217,307 10,480,554 1,364,739 115,377,155 Interfund transfers (1,485,771) 1,410,438 396,867 (1,556,900) 695,014 540,352 - Net increase (decrease) 5,959,076 (3,255,661) (18,025,988) 29,839,409 24,670,583 6,785,111 45,972,530 Net assets available for benefits: Beginning of year 137,863,871 16,086,130 249,976,779 123,010,351 66,874,563 8,576,371 602,388,065 End of year $143,822,947 $12,830,469 $231,950,791 $152,849,760 $91,545,146 $15,361,482 $648,360,595 The accompanying notes are an integral part of these financial statements.
(Continued) FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Statement of Changes in Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1994
Stability Diversified Income Thrift Incentive Fund Fund Fund Fund A Fund B Fund C Fund D Total Additions: Net investment income (loss): Interest $ 4,040,110 $ 857,447 $ 14,555,550 $ 5,292,939 $ 337,176 $ 2,203 $ 25,085,425 Dividends 2,173,662 - - - 1,552,720 - 3,726,382 Net depreciation in fair value of investments (note 3) (10,006,227) (328,118) (6,633,050) (5,260,250) (1,065,213) (114,622) (23,407,480) Net investment income (loss) (3,792,455) 529,329 7,922,500 32,689 824,683 (112,419) 5,404,327 Contributions: Employer - - - - - 7,793,520 7,793,520 Employee - - 17,919,930 14,758,669 8,502,675 136,521 41,317,795 Total contributions - - 17,919,930 14,758,669 8,502,675 7,930,041 49,111,315 Total additions (3,792,455) 529,329 25,842,430 14,791,358 9,327,358 7,817,622 54,515,642 Deductions: Distributions 19,066,038 7,057,4244 5,097,364 15,206,122 6,796,213 45,239 93,268,400 Administrative expenses (note 6) 631,212 47,296 562,641 686,153 58,706 2,829 1,988,837 Total deductions 19,697,250 7,104,720 45,660,005 15,892,275 6,854,919 48,068 95,257,237 Interfund transfers (526,189) 526,189 (3,643,407) 1,659,526 1,177,064 806,817 - Net increase (decrease) (24,015,894) (6,049,202) (23,460,982) 558,609 3,649,503 8,576,371 (40,741,595) Net assets available for benefits: Beginning of year 161,879,765 22,135,332 273,437,761 122,451,742 63,225,060 - 643,129,660 End of year $137,863,871 $16,086,130 $249,976,779 $123,010,351 $66,874,563 $8,576,371 $602,388,065 The accompanying notes are an integral part of these financial statements.
FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Notes to Financial Statements December 31, 1995 and 1994 1. Description of the Plan The following brief description of the Federated Department Stores, Inc. Retirement Income and 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. ("Company"). The Plan consists of two parts: a retirement income plan and a thrift incentive plan. The Plan was adopted in 1953 and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and U.S. tax law. 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 immediately 100% vested in their own and the Company's contributions. Participant Accounts An account is maintained for each participant in the Plan which shows the participant's separate interest in the Retirement Income and Thrift Incentive portions of 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. Retirement Income Retirement Income interests represent Company contributions to the Retirement Income portion of the Plan prior to January 1, 1984 and the earnings on such contributions. A defined benefit pension plan (the "Pension Plan") was adopted as of January 1, 1984. With the Pension Plan in place, the Company continues to make contributions to the Thrift Incentive portion of the Plan as described below and has the right to make additional contributions to the Retirement Income portion of the Plan. (Continued) FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Notes to Financial Statements - Continued December 31, 1995 and 1994 Thrift Incentive The Thrift Incentive portion of the Plan provides for voluntary contributions by participating employees and for Company contributions matching a portion of the participant's contributions. Participants may elect to contribute to the Thrift Incentive portion of 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 the Internal Revenue Code. Contributions up to 5% of eligible compensation are basic savings which are eligible for matching Company contributions. For 1984 and subsequent years, 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% and 27.3% of participants' basic savings for years ended December 31, 1995 and 1994, respectively. Participants are permitted to make withdrawals of their after- tax contributions to the Thrift Incentive portion of 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. 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 its 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 Savings Plan for Employees of Lazarus PA, Inc., ("Lazarus PA Plan") also sponsored by the Company. 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. 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. (Continued) FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Notes to Financial Statements - Continued December 31, 1995 and 1994 Other investments are reported at fair value as determined by quoted market prices on an active market. Corporate bonds are valued based on yields currently available on comparable securities of issuers with similar credit ratings. 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. Cash equivalents include highly liquid temporary cash investments. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. d) Insurance Contracts Insurance contracts are valued at contract value, which represents contributions made under the contract, plus interest earned, less benefits paid and expenses charged. e) 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 the Lazarus PA Plan. 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 99.1%. 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 a 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. 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 funds are: Diversified Fund - This fund is composed of employer contributions to the Retirement Income portion of the Plan and certain amounts transferred when certain plans were merged, together with the net earnings thereon. All amounts in this fund are invested in corporate equity and fixed-income securities, government fixed-income securities and common/collective trusts. (Continued) FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Notes to Financial Statements - Continued December 31, 1995 and 1994 Stability Income Fund - This fund consists of balances in the Retirement Income portion of the Plan of participants who were at least 60 years of age prior to December 31, 1986, or who have attained age 55 and who have completed at least ten years of service and have elected to transfer all or part of their balance out of the Diversified Fund. All amounts in this fund are invested in short-term, fixed-income corporate and government bonds. Thrift Incentive Funds - These funds include Company and participants' contributions to the Thrift Incentive portion of the Plan, together with the net earnings thereon. The amounts in these funds are invested in four separate investment options as directed by the participants. 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 was established on April 1, 1994 and is invested in the common stock of the Company. Company contributions are directed to Fund D. Prior to the establishment of Fund D, Company contributions were directed to Fund A. 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 (Continued) FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Notes to Financial Statements - Continued December 31, 1995 and 1994 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 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 held as of December 31, 1994 by the trustee that represent five percent or more of the Plan's total net assets. EB Opening Stock Index Fund $ 84,945,457 EB Opening Asset Allocation Fund 61,371,782 MGT Comm Fund Large Company Fund 30,701,526 (Continued) FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN Notes to Financial Statements - Continued December 31, 1995 and 1994 Net appreciation (depreciation) in the fair value of investments for the year ended December 31, 1994 was as follows: U. S. Government securities $(12,120,589) Corporate debt instruments (2,558,302) Corporate stock-preferred 17,002 Corporate stock-common (2,069,940) Common/collective trusts (6,669,546) Certificates of deposit 11,135 Other investments (17,240) Net depreciation in fair value of investments $(23,407,480) 4. Plan Termination Although the Company has not expressed any intent to terminate the Plan, it may do so at any time. In the event the Plan is terminated, 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 Taxes The Plan obtained its latest determination letter on July 31, 1987, 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 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 Department Stores, Inc. Retirement Income and Thrift Incentive Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERATED DEPARTMENT STORES, INC. RETIREMENT INCOME AND THRIFT INCENTIVE PLAN 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 Department Stores, Inc. Retirement Income and Thrift Incentive Plan 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 Department Stores, Inc. Retirement Income and Thrift Incentive Plan. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Cincinnat, Ohio June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----