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Pricing Supplement
(To Prospectus Supplement dated January 30,1992 and Prospectus dated October 1,
1991)
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DAYTON HUDSON CORPORATION
$75,000,000
5.865% MEDIUM-TERM NOTES DUE AUGUST 15, 2027
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The Medium-Term Notes, Series H of Dayton Hudson Corporation (the "Company")
offered hereby (the "Notes") will mature on August 15, 2027. Interest on the
Notes will be payable semiannually in arrears on February 15th and August 15th
of each year, commencing February 15, 1998, through and including the date of
maturity (each an "Interest Payment Date"). The Notes are subject to repayment
at the option of the Holders thereof on August 15, 1999 and every August 15th
thereafter (each an "Annual Optional Repayment Date") upon at least 30 calendar
days' prior written notice. If, after the early repayments at the option of the
Holders of the Notes on an Annual Optional Repayment Date, the aggregate
principal amount of the Notes outstanding immediately thereafter is $7,500,000
or less, the Company may elect to redeem the Notes in whole and not in part on
the following Annual Optional Repayment Date upon at least 30 calendar days'
prior written notice. See "Certain Terms of the Notes -- Redemption and
Repayment".
The authorized denominations of the Notes will be $100,000 or any integral
multiple of $1,000 in excess thereof.
The Notes will be represented by one or more global securities (the "Global
Securities") registered in the name of a nominee of The Depository Trust
Company, as depositary (the "DTC"). Beneficial interests in the Global
Securities will be shown on, and transfers thereof will be effected only
through, records maintained by the DTC (with respect to participants' interests)
and its participants. Except as described herein, Notes in definitive form will
not be issued. The Notes will trade in DTC's Same-Day Funds Settlement System
until maturity (or earlier redemption or repayment) and secondary market trading
for the Notes will therefore settle in immediately available funds. All
payments of principal and interest on the Notes will be made by the Company in
immediately available funds.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PRICING SUPPLEMENT, OR THE ACCOMPANYING PROSPECTUS
AND PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
PROCEEDS TO
PRICE TO PUBLIC(1) AGENT FEE COMPANY(1)(2)
Per Note................. 100% 0.150% 99.850%
Total.................... $75,000,000 $112,500 $74,887,500
(1) Plus accrued interest from August 15, 1997.
(2) Before deducting expenses payable by the Company.
It is expected that delivery of the Notes will be made through the facilities of
DTC on or about August 28, 1997.
The date of this Pricing Supplement is August 25, 1997.
DEUTSCHE MORGAN GRENFELL
1
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CERTAIN TERMS OF THE NOTES
GENERAL
The following description of the Notes supplements and, to the extent
inconsistent therewith, supersedes the descriptions of the terms and provisions
of the Notes set forth under "Description of Notes" in the accompanying
Prospectus Supplement and "Description of Debt Securities" in the accompanying
Prospectus, to which reference is hereby made. Certain capitalized terms used
herein are defined in such Prospectus and Prospectus Supplement.
The Notes will mature on August 15, 2027. Interest on the Notes will be payable
semiannually in arrears on February 15th and August 15th of each year,
commencing February 15, 1998 (each an "Interest Payment Date"). The Regular
Record Date with respect to each Interest Payment Date will be the 15th calendar
day (whether or not a Business Day) prior to the corresponding Interest Payment
Date. Interest on the Notes will be calculated based on a year of 360 days
consisting of twelve months of 30 days each. If any payment of principal or
interest is due on a day that is not a Business Day, that payment may be made on
the next succeeding Business Day. No additional interest will accrue as a
result of any delay in payment. For purposes of the offering made hereby,
"Business Day", as used herein and in the accompanying Prospectus Supplement,
means any day, other than a Saturday or Sunday, that is neither a legal holiday
nor a day on which banking institutions are authorized or required by law,
regulation or executive order to be closed in The City of New York, the City of
Minneapolis, Minnesota or the City of St. Paul, Minnesota.
The authorized denominations of the Notes will be $100,000 or any integral
multiple of $1,000 in excess thereof.
REDEMPTION AND REPAYMENT
The Notes are subject to repayment at the option of the Holders thereof on the
Interest Payment Date occurring on August 15, 1999 and every August 15th
thereafter (each an "Annual Optional Repayment Date"), at 100% of their
principal amount, together with accrued interest to the date of redemption, upon
at least 30 calendar days' prior written notice to the Company.
If, after the early repayments at the option of the Holders of the Notes on an
Annual Optional Repayment Date, the aggregate principal amount of the Notes
outstanding immediately thereafter is $7,500,000 or less, the Company may elect
to redeem the Notes in whole and not in part on the following Annual Optional
Repayment Date upon at least 30 calendar days' prior written notice to the
Holders thereof, at 100% of their principal amount, together with accrued
interest to the date of redemption.
For purposes of this section, if August 15th is not a Business Day, it shall be
deemed to refer to the next succeeding Business Day.
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Letter Agreement dated
August 25, 1997, the Company has agreed to sell through Deutsche Morgan Grenfell
Inc. ("DMG"), as agent, and DMG has agreed to solicit offers to purchase all of
the Notes from the Company. DMG shall solicit offers to purchase the Notes from
one or more investors at the public offering price set forth on the cover of
this Pricing Supplement. The Company will have the sole right to accept or
reject, in whole or in part, any offers to purchase the Notes. The Company will
pay DMG a commission of 0.150% of the principal amount of the Notes sold.
The Company has agreed to indemnify DMG against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
PS-2
