-----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, O1ewBs1sINCqRkw3UsUiU2kb2FP9VBY917QBh+fQS2nf2x2zoIXsc8oRBtwqp9bO 4TBM4dxVZZhmmM/Q2WwNgg== 0000794367-99-000009.txt : 19990901 0000794367-99-000009.hdr.sgml : 19990901 ACCESSION NUMBER: 0000794367-99-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990831 ITEM INFORMATION: FILED AS OF DATE: 19990831 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: 8-K SEC ACT: SEC FILE NUMBER: 001-13536 FILM NUMBER: 99703776 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 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 31, 1999 FEDERATED DEPARTMENT STORES, INC. 151 West 34th St., New York, New York 10001 (212) 494-1602 -and- 7 West Seventh Street, Cincinnati, Ohio 45202 (513) 579-7000 Delaware 1-13536 13-3324058 (State of Incorporation) (Commission File No.) (IRS Id. No.) Exhibit Index on Page 4 Item 5. Other Events This Current Report on Form 8-K is being filed with the Securities and Exchange Commission by Federated Department Stores, Inc. ("Federated") for the purpose of filing, as exhibits hereto, the Unaudited Consolidated Balance Sheets of Federated as of July 31, 1999, January 30, 1999 and August 1, 1998 and the Unaudited Consolidated Statements of Cash Flows for the 26 weeks ended July 31, 1999 and August 1, 1998, which are concurrently being posted on Federated's website at www.federated-fds.com. The Unaudited Consolidated Balance Sheets and Unaudited Consolidated Statements of Cash Flows filed herewith should be read in conjunction with the consolidated financial statements, the notes thereto and the other information contained in Federated's Annual Report on Form 10-K for the fiscal year ended January 30, 1999. Because of the seasonal nature of the department store business, the cash flows for the 26 weeks ended July 31, 1999 and August 1, 1998 (which do not include the Christmas season) are not indicative of the cash flows for the entire fiscal year. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following exhibits are filed herewith: 99.1 Unaudited Consolidated Balance Sheets of Federated as of July 31, 1999, January 30, 1999 and August 1, 1998. 99.2 Unaudited Consolidated Statements of Cash Flows of Federated for the 26 weeks ended July 31, 1999 and August 1, 1998. FEDERATED DEPARTMENT STORES, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FEDERATED DEPARTMENT STORES, INC. Date August 31, 1999 /s/ Dennis J. Broderick Dennis J. Broderick Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit Number 99.1 Unaudited Consolidated Balance Sheets of Federated as of July 31, 1999, January 30, 1999 and August 1, 1998 99.2 Unaudited Consolidated Statements of Cash Flows of Federated for the 26 weeks ended July 31, 1999 and August 1, 1998 EX-99.1 2 Exhibit 99.1 FEDERATED DEPARTMENT STORES, INC. Consolidated Balance Sheets (Unaudited) (millions) July 31, January 30, August 1, 1999 1999 1998 ASSETS: Current Assets: Cash $ 357 $ 307 $ 281 Accounts receivable 3,512 2,209 2,111 Merchandise inventories 3,635 3,259 3,361 Supplies and prepaid expenses 221 117 118 Deferred income tax assets 142 80 105 Total Current Assets 7,867 5,972 5,976 Property and Equipment - net 6,689 6,572 6,381 Intangible Assets - net 1,807 631 677 Other Assets 516 289 317 Total Assets $16,879 $13,464 $13,351 LIABILITIES AND SHAREHOLDERS' EQUITY: Current Liabilities: Short-term debt $ 1,402 $ 524 $ 34 Accounts payable and accrued liabilities 2,905 2,446 2,517 Income taxes 46 98 67 Total Current Liabilities 4,353 3,068 2,618 Long-Term Debt 4,704 3,057 3,890 Deferred Income Taxes 1,240 1,060 977 Other Liabilities 586 570 557 Shareholders' Equity 5,996 5,709 5,309 Total Liabilities and Shareholders' Equity $16,879 $13,464 $13,351 EX-99.2 3 Exhibit 99.2 FEDERATED DEPARTMENT STORES, INC. Consolidated Statements of Cash Flows (Unaudited) (millions) 26 Weeks Ended 26 Weeks Ended July 31, 1999 August 1, 1998 Cash flows from operating activities: Net income $ 224 $ 167 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 324 298 Amortization of intangible assets 36 13 Amortization of financing costs 3 4 Amortization of unearned restricted stock - 1 Changes in assets and liabilities: Decrease in accounts receivable 178 331 Increase in merchandise inventories (211) (122) Increase in supplies and prepaid expenses (19) (3) (Increase) decrease in other assets not separately identified (20) 4 Increase in accounts payable and accrued liabilities not separately identified 30 45 Decrease in current income taxes (52) (21) Increase (decrease) in deferred income taxes 1 (9) Decrease in other liabilities not separately identified (7) (8) Net cash provided by operating activities 487 700 Cash flows from investing activities: Acquisition of Fingerhut Companies, Inc., net of cash acquired (1,539) - Purchase of property and equipment (241) (189) Capitalized software (21) - Investments in affiliated companies (49) - Disposition of property and equipment 23 22 Decrease in notes receivable - 200 Net cash provided (used) by investing activities (1,827) 33 Cash flows from financing activities: Debt issued 1,299 300 Financing costs (10) (7) Debt repaid (31) (851) Increase in outstanding checks 81 79 Acquisition of treasury stock - (154) Issuance of common stock 51 39 Net cash provided (used) by financing activities 1,390 (594) (Continued) FEDERATED DEPARTMENT STORES, INC. Consolidated Statements of Cash Flows (Unaudited) (millions) 26 Weeks Ended 26 Weeks Ended July 31, 1999 August 1, 1998 Net increase in cash $ 50 $ 139 Cash at beginning of period 307 142 Cash at end of period $ 357 $ 281 Supplemental cash flow information: Interest paid $ 144 $ 147 Interest received 4 11 Income taxes paid (net of refunds received) 194 150 Schedule of non cash investing and financing activities: Debt assumed in acquisition 125 - Equity issued in acquisition 12 - Consolidation of net assets and debt of previously unconsolidated subsidiary 1,132 - -----END PRIVACY-ENHANCED MESSAGE-----