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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 (DATE OF EARLIEST EVENT REPORTED):
MAY 1, 1996
DAYTON HUDSON CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 1-6049 41-0215170
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(STATE OR OTHER JURISDIC- (COMMISSION (IRS EMPLOYER
TION OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO. )
777 NICOLLET MALL
MINNEAPOLIS, MINNESOTA 55402
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
612-370-6948
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FORM 8-K
ITEM 5. Other Events.
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The long-term debt rating of Dayton Hudson Corporation (the "Corporation")
was recently lowered to Baa1 from A3 by Moody's Investors Service, Inc.
("Moody's) on May 1, 1996. Management believes that this new rating will
continue to allow the Corporation to efficiently access the debt capital
markets. Publications of Moody's indicate that it assigns the Baa rating to
debt securities that are considered as medium-grade obligations (i.e. they
are neither highly protected nor poorly secured). Interest payments and
principal security appear adequate for the present, but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time for such securities. Those securities are thought to
lack outstanding investment characteristics and, in fact, to have
speculative characteristics as well. The "1" modifier indicates that the
debt ranks at the highest tier of its generic rating category. The Baa
rating is the fourth highest of the nine rating categories that Moody's
assigns to long-term debt.
Duff & Phelps, Inc. ("Duff & Phelps") currently assigns an A- rating to
that debt. Publications of Duff & Phelps indicate that it assigns the A
rating to debt securities whose protection factors are average but
adequate, and where risk factors are more variable and greater in periods
of economic stress. The "-" modifier indicates that the debt ranks in the
lower tier of the A category. The A rating is the third highest of the
eight rating categories that Duff & Phelps assigns to long-term debt.
Standard & Poor's Corporation ("Standard & Poor's) assigns a BBB+ rating to
that debt. Publications of Standard & Poor's indicate that it assigns the
BBB rating to debt securities that are regarded as having an adequate
capacity to pay interest and repay principal. While it normally exhibits
adequate protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories. The "+" modifier indicates that the debt ranks in the upper
tier of the BBB category. The BBB rating is the fourth highest of the 11
rating categories that Standard & Poor's assigns to long-term debt.
Each rating should be evaluated independently of any other rating. A
security rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time by the assigning
organization. The Corporation has not requested a rating on its long-term
debt or commercial paper by any agency other than Standard & Poor's,
Moody's and Duff & Phelps. However, there can be no assurance as to
whether any other rating agency will rate the Corporation's debt securities
or, if one does, what rating would be assigned by such rating agency. A
rating by another rating agency, if assigned at all, may differ from the
ratings assigned by Standard & Poor's, Moody's and Duff & Phelps.
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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 thereunto duly authorized.
DAYTON HUDSON CORPORATION
____________________________________
Stephen C. Kowalke
Treasurer
Dated: May 13, 1996
