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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):
FEBRUARY 8, 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 ratings of Dayton Hudson Corporation (the "Corporation")
were recently lowered from A+ to A- by Duff & Phelps, Inc. ("Duff &
Phelps")and from A to BBB+ by Standard & Poor's Corporation ("Standard &
Poor's"). Moody's Investors Service, Inc. ("Moody's") has placed the
Corporation's long-term debt rating under review with negative
implications. 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.
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.
Moody's current rating for the Corporation's long-term debt is A3, but the
Corporation has been informed that Moody's rating is currently under review
with negative implications. Publications of Moody's indicate that it
assigns the A rating to debt that possesses many favorable investment
attributes and is to be considered as upper-medium grade obligations.
Factors of A rated debt giving security to principal and interest are
considered adequate but elements may be present which suggest a
susceptibility to impairment some time in the future. The "3" modifier
indicates that the debt ranks in the lower tier of the A classification.
The A rating is the third highest of the nine rating categories that
Moody's assigns to long-term debt. The Corporation is unable to determine
if or to what extent Moody's may downgrade its rating of the Corporation's
long-term debt as a result of the current review process.
The Corporation's commercial paper rating was also lowered by Duff & Phelps
from D-1+ to D-1- and by Standard & Poor's from A1 to A2. Publications of
Duff & Phelps indicate that it assigns the D-1- rating to commercial paper
with a high certainty of timely payment where liquidity factors are strong
and supported by good fundamental protection factors and where risk factors
are very small.
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The D-1- rating is the third highest of the seven rating categories that
Duff & Phelps assigns to commercial paper.
Publications of Standard & Poor's indicate that it assigns the A2 rating to
commercial paper with satisfactory capacity for timely payment where the
relative degree of safety is not as high as for issues designated A1. The
A2 rating is the second highest of the six rating categories that Standard
& Poor's assigns to commercial paper.
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
/s/ William E. Harder
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William E. Harder
Vice President
Dated: February 8, 1996
