-----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, KC8wkuadgJ7yspz8zxtcOBV8uN4mc3JEMfQtfSVw1e6tNDZXlx36LmG22B0UDOYc lHdzxUcjEaFwpfO4JxWnFA== 0000794367-96-000013.txt : 19960702 0000794367-96-000013.hdr.sgml : 19960702 ACCESSION NUMBER: 0000794367-96-000013 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: 96589541 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: Broadway Stores, Inc. 401(K) Savings & Investment 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 BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Financial Statements and Schedules December 31, 1995 and 1994 With Independent Auditors' Report Thereon BROADWAY STORES INC. 401(K) SAVINGS & INVESTMENT 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 - December 31, 1995 and 1994 Notes to Financial Statements Supplementary Financial Schedules: Schedule Schedule of Investments - December 31, 1995 1 Schedule of Reportable Transactions - Year Ended December 31, 1995 2 Independent Auditors' Report Pension and Profit Sharing Committee Federated Department Stores, Inc. Broadway Stores, Inc. 401(K) Savings & Investment Plan We have audited the accompanying statement of net assets available for benefits of the Broadway Stores, Inc. 401(K) & Investment Plan as of December 31, 1995, 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 Broadway Stores, Inc. 401(K) Savings & Investment Plan as of December 31, 1994 and for the year then ended were audited by other auditors whose report thereon dated June 23, 1995 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 1995 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 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 benefits and changes in net assets available for 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 Cincinnati, Ohio June 24, 1996 BROADWAY STORES, INC. 401 (K) SAVINGS & INVESTMENT PLAN Statement of Net Assets Available for Benefits, with Fund Information December 31, 1995
Neiman Marcus Company Broadway Group Money Market Bond Equity Common Preferred Common Fund Fund Fund Stock Stock Stock Total Assets: Investments, at fair value: Common/collective trusts $ 20,497,014 $ 2,997,959 $ 6,976,209 $ 513 $ 7,220 $ 13,582 $ 30,492,497 Corporate stock - preferred - - - - 64,312 - 64,312 Corporate stock - common - - - 3,626,921 - 6,188,561 9,815,482 Total investments 20,497,014 2,997,959 6,976,209 3,627,434 71,532 6,202,143 40,372,291 Receivables: Employer contributions - - - 410,871 - - 410,871 Due from (to) other funds (64,644) 17,067 44,621 2,956 - - - Interest and dividends 105,125 1 4 9,509 35 56 114,730 Total receivables 40,481 17,068 44,625 423,336 35 56 525,601 Total assets 20,537,495 3,015,027 7,020,834 4,050,770 71,567 6,202,199 40,897,892 Liabilities: Trustee and management fees payable 7,740 1,024 2,845 - - - 11,609 Net assets available for benefits $ 20,529,755 $ 3,014,003 $ 7,017,989 $ 4,050,770 $ 71,567 $ 6,202,199 $ 40,886,283 The accompanying notes are an integral part of these financial statements.
(Continued) BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Statement of Net Assets Available for Benefits, with Fund Information December 31, 1994
Neiman Marcus Company Broadway Group Money Market Bond Equity Common Preferred Common Fund Fund Fund Stock Stock Stock Total Assets: Investments, at fair value: Common/collective trusts $ 22,141,380 $ 2,575,961 $ 4,434,266 $ 6,798 $ 7,906 $ 28,072 $29,194,383 Corporate stock - preferred - - - - 1,005,699 - 1,005,699 Corporate stock - common - - - 3,884,545 - 4,832,055 8,716,600 Total investments 22,141,380 2,575,961 4,434,266 3,891,343 1,013,605 4,860,127 38,916,682 Receivables: Employer contributions - - - 507,002 - - 507,002 Other - - - 33 1,361 77 1,471 Total receivables - - - 507,035 1,361 77 508,473 Total assets 22,141,380 2,575,961 4,434,266 4,398,378 1,014,966 4,860,204 39,425,155 Liabilities: Trustee and management fees payable 8,399 886 1,797 - - - 11,082 Net assets available for benefits $ 22,132,981 $ 2,575,075 $ 4,432,469 $ 4,398,378 $ 1,014,966 $ 4,860,204 $39,414,073 The accompanying notes are an integral part of these financial statements.
BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Statement of Changes In Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1995
Neiman Marcus Company Broadway Group Money Market Bond Equity Common Preferred Common Fund Fund Fund Stock Stock Stock Total Additions: Net investment income (loss): Net appreciation (depreciation) in fair value of investments $ - $ 466,165 $ 1,787,250 $ (169,024) $ (895,668) $ 2,789,418 $ 3,978,141 Interest and dividends 1,311,382 14 41 (17) 7 17,872 1,329,299 Net investment income (loss) 1,311,382 466,179 1,787,291 (169,041) (895,661) 2,807,290 5,307,440 Contributions: Employee 1,019,266 437,022 1,055,618 104,808 - - 2,616,714 Employer - - - 410,871 - - 410,871 Total contributions 1,019,266 437,022 1,055,618 515,679 - - 3,027,585 Total additions 2,330,648 903,201 2,842,909 346,638 (895,661) 2,807,290 8,335,025 Deductions: Distributions 4,633,031 463,376 931,470 271,049 18,559 470,175 6,787,660 Administrative expense (note 6) 48,596 7,512 19,047 - - - 75,155 Total deductions 4,681,627 470,888 950,517 271,049 18,559 470,175 6,862,815 Interfund transfers 747,753 6,615 693,128 (423,197) (29,179) (995,120) - Net increase (decrease) (1,603,226) 438,928 2,585,520 (347,608) (943,399) 1,341,995 1,472,210 Net assets available for benefits: Beginning of year 22,132,981 2,575,075 4,432,469 4,398,378 1,014,966 4,860,204 39,414,073 End of year $ 20,529,755 $ 3,014,003 $ 7,017,989 $ 4,050,770 $ 71,567 $ 6,202,199 $ 40,886,283 The accompanying notes are an integral part of these financial statements.
(Continued) BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Statement of Changes In Net Assets Available for Benefits, with Fund Information Year Ended December 31, 1994
Neiman Marcus Company Broadway Group Money Market Bond Equity Common Preferred Common Fund Fund Fund Stock Stock Stock Total Additions: Net investment income (loss): Net appreciation (depreciation) in fair value of investments $ 989,779 $ (76,571) $ 37,272 $ (997,090) $ (928,113) $(2,293,403) $ (3,268,126) Interest and dividends - - - - - 82,406 82,406 Net investment income (loss) 989,779 (76,571) 37,272 (997,090) (928,113) (2,210,997) (3,185,720) Contributions: Employee 1,128,715 562,741 1,199,057 159,178 - - 3,049,691 Employer - - - 507,002 - - 507,002 Total contributions 1,128,715 562,741 1,199,057 666,180 - - 3,556,693 Total additions 2,118,494 486,170 1,236,329 (330,910) (928,113) (2,210,997) 370,973 Deductions - Distributions 6,040,296 359,173 716,211 798,941 167,959 930,292 9,012,872 Transfers between funds 1,071,128 (39,452) 149,459 (501,917) (141,675) (537,543) - Net increase (decrease) (2,850,674) 87,545 669,577 (1,631,768) (1,237,747) (3,678,832) (8,641,899) Net assets available for benefits: Beginning of year 24,983,655 2,487,530 3,762,892 6,030,146 2,252,713 8,539,036 48,055,972 End of year $ 22,132,981 $ 2,575,075 $ 4,432,469 $ 4,398,378 $ 1,014,966 $ 4,860,204 $ 39,414,073 The accompanying notes are an integral part of these financial statements.
(Continued) BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Notes to Financial Statements December 31, 1995 and 1994 1. Description of the Plan The following brief description of the Broadway Stores, Inc. 401(K) Savings & Investment 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 Broadway Stores, Inc. ("Broadway"). The Plan, which was amended and restated as of February 9, 1993, is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). All of the common stock of Broadway was acquired by Federated Department Stores, Inc. ("Federated") on October 11, 1995 pursuant to a merger (the "First Merger") in which each outstanding share of Broadway common stock was converted into 0.27 shares of Federated common stock and each outstanding share of Broadway preferred stock was converted into one one- thousandth of a share of new Broadway preferred stock. Each one one-thousandth of an outstanding share of new Broadway preferred stock was subsequently converted into $0.50 in cash pursuant to a merger (the "Second Merger") on April 17, 1996. In these notes and accompanying financial statements, the "Company" refers to Broadway prior to the First Merger date and to Federated subsequent to that date. 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 three years and become fully vested after seven years of credited service or upon reaching normal retirement age while employed. Participant Accounts Within limits set out in Section 401(K) of the Internal Revenue Code ("the Code"), participants may elect to contribute to the Plan between two and twelve percent of their pre-tax compensation; provided, however, that if the employee is a highly compensated employee for purposes of Section 414 (q) of the Code, contribution rates are limited to between two and six percent of pre-tax compensation. The Plan provides for participants to change the rate of contribution, suspend contributions or resume contributions effective as of the first paydate in the month following the election. Participants' contributions and earnings thereon are fully vested at all times; however, certain withdrawal restrictions apply under the Code to contributions of participants continuing in the service of the Company. The Company matches contributions at a rate of 25% of the participant's pretax contributions up to 6% of compensation earned (subject to limitations for certain highly compensated employees). Company matching contributions are invested in shares of Company common stock. Matching contributions will only be made if the participant is employed by the Company and eligible to participate in the Plan on December 31 of the applicable year. (Continued) BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Notes to Financial Statements - Continued December 31, 1995 and 1994 2. Summary of Significant Accounting Policies a) Basis of Presentation The accompanying financial statements of the Plan are prepared on the accrual basis of accounting. b) Investments 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. The investment in Broadway preferred stock (which was converted to cash effective April 17, 1996 as described in Note 1) is valued at estimated fair market value. 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. Cost for this purpose is historical cost and, in the case of Federated common stock held by the Plan, reflects the historical cost of the Broadway common stock that was converted into Federated common stock pursuant to the First Merger. Dividend income is recorded on the ex-dividend date. Income from other investments is recorded as earned on an accrual basis. c) Obligations to Withdrawing Participants Net assets available for benefits include $831,634 and $1,171,099 for amounts owing to withdrawing participants as of December 31, 1995 and 1994, respectively. These amounts are reflected as liabilities on the Plan's Form 5500. d) Employer Contribution Receivable Employer contribution receivable of $410,871 and $507,002 at December 31, 1995 and 1994, respectively represent the Company matching contributions to be made to the Trust in the form of cash to purchase shares of Company common stock for the 1995 plan year and in the form of 69,691 newly issued shares of Broadway common stock with a cost basis of $7.275 per share for the 1994 plan year. 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. f) Reclassifications Certain amounts in the 1994 financial statements have been reclassified to conform with the current year presentation. (Continued) BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Notes to Financial Statements - Continued December 31, 1995 and 1994 3. Investments The Company is party to a trust agreement with the trustee with respect to the operation of the Plan and the establishment and management of the trust fund. The trustee invests all contributions to the Plan among several investment funds. The money market fund invests in highly liquid, short maturity and high credit quality securities. The bond fund invests principally in fixed income securities included in the Lehman Brothers Aggregate Bond Index. The equity fund invests principally in common stocks of those companies included in the Standard & Poor's 500 Stock Price Index. The Company common stock fund was invested in Broadway common stock prior to the First Merger and in Federated common stock subsequent to that date. No additional investments may be made in shares of preferred stock or Neiman Marcus Group common stock. All Company contributions are directed to the Company common stock fund. 4. Plan Termination Although the Company has not expressed an 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 Tax The Plan obtained its latest determination letter on November 24, 1995 in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with applicable requirements of the 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 Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 6. Administrative Expenses Various expenses, such as investment management and trustee fees, are paid 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 Broadway Stores, Inc. 401(K) Savings & Investment Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Dated: July 1, 1996 By: /s/ John R. Sims John R. Sims Chairman of the Pension and Profit Sharing Committee Schedule 1 BROADWAY STORES, INC. 401(K) SAVINGS & INVESTMENT PLAN Schedule of Investments December 31, 1995
Market Units Description Cost Value Bankers Trust 20,306,709.280 Pyramid Discretionary Cash Fund $20,306,709 $20,306,709 Bankers Trust Pyramid Directed Account 211,619.350 Cash Fund 211,619 211,619 Federated Department Stores, Inc. 133,098.000 Common Stock 26,450,729(a) 3,626,921(b) Broadway Stores, Inc. 411.600 Preferred Series A Stock 2,799,066(c) 64,313(d) Neiman Marcus Group, Inc. 263,343.000 Common Stock 3,470,714 6,188,561 Bankers Trust Pyramid 5,051.688 Equity Index Fund 5,182,036 6,976,209 Bankers Trust Broad Market 1,693,972.600 Fixed Income Fund 2,571,537 2,997,959 ___________ ___________ $60,992,410 $40,372,291 _______________ a) Reflects the historical cost of shares of Broadway common stock that were converted into shares of Federated common stock, at a ratio of 1.0 to 0.27, pursuant to the First Merger. b) Reflects the market value, as of December 31, 1995, of shares of Federated common stock into which shares of Broadway common stock were converted pursuant to the First Merger. c) Reflects the historical cost of shares of Broadway preferred stock that were converted into shares of new Broadway preferred stock, at a ratio of 1.0 to 0.001, pursuant to the First Merger. Subsequent to December 31, 1995, all shares of new Broadway preferred stock were converted, pursuant to the Second Merger, into cash in an amount equal to $0.50 per one one-thousandth of a share. d) Reflects the estimated fair market value of the shares of new Broadway preferred stock into which shares of Broadway preferred stock were converted pursuant to the First Merger.
Schedule 2 BROADWAY STORES, INC. 401 (K) SAVINGS & INVESTMENT PLAN Schedule of Reportable Transactions Year Ended December 31, 1995
Proceeds Net Gain Total From Cost of (Loss) on Description of Asset Purchases Sales Sales Sales Bankers Trust Co., N.A. Pyramid Discretionary Cash Fund $3,634,233 $5,367,648 $5,367,648 $ - Bankers Trust Co., N.A. Directed Account Cash Fund 3,282,165 3,178,449 3,178,449 - Bankers Trust Co., N.A. Pyramid Equity Index Fund 1,906,213 1,151,512 946,275 205,237 Broadway Stores, Inc. Common Stock 168,279 448,777 5,481,945 (5,033,168)
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 24, 1996, relating to the statements of net assets available for benefits of Broadway Stores, Inc. 401(K) Savings and Investment Plan as of December 31, 1995, and the related statement of changes in net assets available for benefits for the year then ended, which report appears in the December 31, 1995 Annual Report on Form 11-K of Broadway Stores, Inc. 401(K) Savings and Investment Plan. /s/ KPMG Peat Marwick LLP KPMG Peat Marwick LLP Cincinnat, Ohio June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----