-----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, Rbv//czqFUKRwrS61SJCETuOcD/y4JEcN2ft+llYkp0fOcnuJm5sf3RoJPLPqucw tgYy/AHEIWOfYeOth3pVPA== 0000794367-99-000002.txt : 19990402 0000794367-99-000002.hdr.sgml : 19990402 ACCESSION NUMBER: 0000794367-99-000002 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990331 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: SEC FILE NUMBER: 001-13536 FILM NUMBER: 99580597 BUSINESS ADDRESS: STREET 1: 7 W SEVENTH ST CITY: CINCINNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 2124941602 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 EXCHANGE ACT OF 1934 For fiscal year ended December 31, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 1998 to December 31, 1998 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: Executive Deferred Compensation Plan of Federated Department Stores, 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 EXECUTIVE DEFERRED COMPENSATION PLAN OF FEDERATED DEPARTMENT STORES, INC. Financial Statements As of December 31, 1998 and 1997 and for the Years Ended December 31, 1998, 1997 and 1996 With Independent Auditors' Report Thereon EXECUTIVE DEFERRED COMPENSATION PLAN OF FEDERATED DEPARTMENT STORES, INC. Index Independent Auditors' Report Statements of Assets Available for Plan Benefits - December 31, 1998 and 1997 Statements of Changes in Assets Available for Plan Benefits - Years Ended December 31, 1998, 1997 and 1996 Notes to Financial Statements Independent Auditors' Report Pension and Profit Sharing Committee Federated Department Stores, Inc. Executive Deferred Compensation Plan of Federated Department Stores, Inc.: We have audited the accompanying statements of assets available for Plan benefits of the Executive Deferred Compensation Plan of Federated Department Stores, Inc. (the "Plan") as of December 31, 1998 and 1997, and the related statements of changes in assets available for Plan benefits for the years ended December 31, 1998, 1997 and 1996. 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 audits 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 assets available for Plan benefits of the Plan as of December 31, 1998 and 1997, and the changes in assets available for Plan benefits for the years ended December 31, 1998, 1997 and 1996 in conformity with generally accepted accounting principles. Cincinnati, Ohio KPMG LLP March 29, 1999 EXECUTIVE DEFERRED COMPENSATION PLAN OF FEDERATED DEPARTMENT STORES, INC. Statements of Assets Available for Plan Benefits December 31, 1998 and 1997 1998 1997 Receivable from Federated Department Stores, Inc. - Cash Credits $ 8,994,166 $ 6,863,883 Federated Department Stores, Inc. common stock - Stock Credits 16,454,445 14,145,388 Assets available for plan benefits $ 25,448,611 $21,009,271 The accompanying notes are an integral part of these financial statements. EXECUTIVE DEFERRED COMPENSATION PLAN OF FEDERATED DEPARTMENT STORES, INC. Statement of Changes in Assets Available for Plan Benefits Year Ended December 31, 1998 Cash Stock Credits Credits Total Interest income $ 390,705 $ - $ 390,705 Unrealized appreciation on Federated Department Stores, Inc. common stock - 178,156 178,156 Participant contributions 2,132,791 3,157,954 5,290,745 Total additions 2,523,496 3,336,110 5,859,606 Distributions 393,213 1,027,053 1,420,266 Net additions to assets available for plan participants 2,130,283 2,309,057 4,439,340 Assets available for plan benefits: Beginning of year 6,863,883 14,145,388 21,009,271 End of year $ 8,994,166 $ 16,454,445 $ 25,448,611 The accompanying notes are an integral part of these financial statements. EXECUTIVE DEFERRED COMPENSATION PLAN OF FEDERATED DEPARTMENT STORES, INC. Statement of Changes in Assets Available for Plan Benefits Year Ended December 31, 1997 Cash Stock Credits Credits Total Interest income $ 330,412 $ - $ 330,412 Unrealized appreciation on Federated Department Stores, Inc. common stock - 2,380,128 2,380,128 Participant contributions 2,031,956 3,449,954 5,481,910 Total additions 2,362,368 5,830,082 8,192,450 Distributions 291,866 863,126 1,154,992 Net additions to assets available for plan participants 2,070,502 4,966,956 7,037,458 Assets available for plan benefits: Beginning of year 4,793,381 9,178,432 13,971,813 End of year $ 6,863,883 $14,145,388 $21,009,271 The accompanying notes are an integral part of these financial statements. EXECUTIVE DEFERRED COMPENSATION PLAN OF FEDERATED DEPARTMENT STORES, INC. Statement of Changes in Assets Available for Plan Benefits Year Ended December 31, 1996 Cash Stock Credits Credits Total Interest income $ 226,050 $ - $ 226,050 Unrealized appreciation on Federated Department Stores, Inc. common stock - 1,806,492 1,806,492 Participant contributions 2,094,640 2,446,417 4,541,057 Total additions 2,320,690 4,252,909 6,573,599 Distributions 170,855 560,094 730,949 Net additions to assets available for plan participants 2,149,835 3,692,815 5,842,650 Assets available for plan benefits: Beginning of year 2,643,546 5,485,617 8,129,163 End of year $ 4,793,381 $ 9,178,432 $13,971,813 The accompanying notes are an integral part of these financial statements. EXECUTIVE DEFERRED COMPENSATION PLAN OF FEDERATED DEPARTMENT STORES, INC. Notes to Financial Statements December 31, 1998, 1997 and 1996 1. Description of the Plan The following brief description of the Executive Deferred Compensation Plan of Federated Department Stores, Inc. (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"). The Plan was established to enable key employees of the Company to defer compensation for personal income tax purposes. The nonqualified Plan was adopted in 1993 and is not subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is not subject to income taxation. Eligibility and Vesting The Plan covers key employees, as designated by the Company. Participation is voluntary and participants can elect to make contributions to the Plan. Participants are 100% vested in the Plan at all times. Participant Accounts An account is maintained for each participant in the Plan which shows the participant's separate interest in the Cash Credit and Stock Credit portions of the Plan. If a Cash Credit is elected, the participant's account shall be credited, as of the end of each calendar quarter, with the dollar amount of deferred compensation. At the end of each calendar quarter, the Cash Credit account shall be credited with interest at a rate equal to one-quarter of the percent per annum on United States Five-Year Treasury Bills as of the last day of such calendar quarter. If a Stock Credit is elected, the participant's account shall be credited, as of the end of each calendar quarter, with a stock equivalent which shall be the number of full shares of common stock of the Company that is transferred to or purchased by the Grantor Trust (defined later) with the amount of deferred compensation and with the dollar amount of any part of such credit that is not convertible into a full share. At the end of each calendar quarter, the Stock Credit account shall be credited with a dividend equivalent as declared by the Company, if any, upon each share of common stock during such calendar quarter. Participants are eligible for distribution of their benefits upon retirement, death, termination of service, in the event of a designated change of control of the Company and in the event of immediate unexpected financial needs of the participant, as the Plan is not subject to the hardship rules of Section 401 of the Internal Revenue Code. Participants, prior to termination, may request to receive the balance of their cash and stock credit accounts in one to fifteen approximately equal installments. Such requests are subject to committee approval. Grantor Trust The Company established a Grantor (Rabbi) Trust, a wholly owned subsidiary of the Company, intended to meet the safe harbor provisions of RevProc 92-64, for the benefit of participants' Stock Credits under the Plan. The Trust shall be governed by and subject to the terms of a trust agreement entered into between the Company, as grantor, and the trustee. 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 The Plan's investments consist of receivables from the Company and common stock of the Company. The Company maintains separate book accounts for the benefit of each Plan participant and periodically credits such accounts for deferred compensation, interest and dividend income and withdrawals. Stock holdings are recorded at their cost at the time of purchase and are presented at their fair market values. The stock credits had a cost basis of $11,906,563 and $9,396,610 at December 31, 1998 and December 31, 1997, respectively. 3. 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, all sums credited to individual accounts would be distributed to participants. 4. Administrative Expenses All administrative costs of the Plan are borne by the Plan sponsor. 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 Executive Deferred Compensation Plan of Federated Department Stores, Inc.) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Executive Deferred Compensation Plan of FEDERATED DEPARTMENT STORES, INC. Dated March 31, 1999 By: /s/ Karen M. Hoguet Karen M. Hoguet, Member Pension and Profit Sharing Committee Federated Department Stores, Inc. -----END PRIVACY-ENHANCED MESSAGE-----