-----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, OO0aqbwTAukPuq1Kt1Ep3KInipLvsi6B2+fTqn8Ma3H3uwlYea5v6W6qHJ7euAEx /OzAbQwbhhvPM7l2MrLsiw== 0000794367-97-000011.txt : 19970326 0000794367-97-000011.hdr.sgml : 19970326 ACCESSION NUMBER: 0000794367-97-000011 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970325 EFFECTIVENESS DATE: 19970325 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: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-22737 FILM NUMBER: 97562439 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 S-8 POS 1 As filed with the Securities and Exchange Commission on March 25, 1997 Registration No. 33-322737 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FEDERATED DEPARTMENT STORES, INC. 151 West 34th Street New York, New York 10001 (212) 695-4400 -and- Delaware 7 West Seventh Street 13-3324058 (State of Cincinnati, Ohio 45202 (I.R.S. Employer incorporation) (513) 579-7000 Identification Number) FEDERATED DEPARTMENT STORES, INC. NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN Copies of notices and other communications should be sent to: Dennis J. Broderick, Esq. Mark E. Betzen, Esq. Senior Vice President, General Jones, Day, Reavis & Pogue Counsel, and Secretary 2300 Trammell Crow Center Federated Department Stores, Inc. 2001 Ross Avenue 7 West Seventh Street Dallas, Texax 75201 Cincinnati, Ohio 45202 (214) 220-3939 (513) 579-7000 This Amendment is filed for the sole purpose of filing a revised opinion of counsel as Exhibit 5 hereto. Item 8. Exhibits 4.1 -- Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1995 (the "1994 Form 10-K")) 4.2 -- By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the 1994 Form 10-K) 4.3 -- Rights Agreement between the Company and the Rights Agent thereunder (incorporated by reference to Exhibit 4.3 to the 1994 Form 10-K) 5 -- Opinion of Counsel 23 -- Consent of KPMG Peat Marwick LLP* 24 -- Powers of Attorney* _____________________ * Previously filed. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio on March 25, 1997. FEDERATED DEPARTMENT STORES, INC. By: /s/ Dennis J. Broderick Dennis J. Broderick Senior Vice President, General Counsel, and Secretary Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 has been signed below by the following persons in the capacities indicated on March 25, 1997. Signature Title *Allen I. Questrom Chairman of the Board and Chief Allen I. Questrom Executive Officer (principal executive officer) and Director *Ronald W. Tysoe Vice Chairman and Chief Financial Ronald W. Tysoe Officer (principal financial officer) and Director *Joel A. Belsky Senior Vice President and Joel A. Belsky Controller (principal accounting officer) *Lyle Everingham Director Lyle Everingham *Meyer Feldberg Director Meyer Feldberg *Earl G. Graves, Sr. Director Earl G. Graves, Sr. *George V. Grune Director George V. Grune *Joseph Neubauer Director Joseph Neubauer *Paul W. Van Orden Director Paul W. Van Orden *Karl M. von der Heyden Director Karl M. von der Heyden *Marna C. Whittington Director Marna C. Whittington *James M. Zimmerman Director James M. Zimmerman *The undersigned, by signing his name hereto, does sign and execute this Amendment No. 1 pursuant to Powers of Attorney executed by the above-named persons. /s/ Dennis J. Broderick Dennis J. Broderick, Attorney-in-Fact INDEX TO EXHIBITS Sequentially Numbered Exhibit No. Exhibit Page 4.1 -- Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1995 (the "1994 Form 10-K")) 4.2 -- By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the 1994 Form 10-K) 4.3 -- Rights Agreement between the Company and the Rights Agent thereunder (incorporated by reference to Exhibit 4.3 to the 1994 Form 10-K) 5 -- Opinion of Counsel 23 -- Consent of KPMG Peat Marwick LLP* 24 -- Powers of Attorney* _________________ * Previously filed EX-5 2 [Letterhead of Dennis J. Broderick, Senior Vice President, General Counsel and Secretary] March 24, 1997 Federated Department Stores, Inc. 7 West Seventh Street Cincinnati, Ohio 45202 Re: Director Deferred Compensation Plan Ladies and Gentlemen: In my capacity as General Counsel of Federated Department Stores, Inc., a Delaware corporation (the "Company"), I have acted as counsel for the Company in connection with the proposed issuance and sale pursuant to the above-referenced plan (the "Plan") of up to 75,000 shares of Common Stock, par value $0.01 per share, of the Company (the "Shares") registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-8 (the "Registration Statement"). I have examined the Plan and such other documents, records and matters of law as I have deemed necessary for purposes of this opinion. Based upon the foregoing, I am of the opinion that the shares that may be issued and sold pursuant to the Plan, when issued and sold in accordance with the Plan and appropriate forms of agreements and other documentation contemplated thereby, will be duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, Dennis J. Broderick General Counsel -----END PRIVACY-ENHANCED MESSAGE-----