<PAGE> 1
THE ISSUER HEREBY REQUESTS THAT THIS
REGISTRATION STATEMENT BECOME AUTOMATICALLY
EFFECTIVE UPON FILING, IN ACCORDANCE WITH RULE 462
UNDER REGULATION C OF THE SECURITIES ACT OF 1933.
REGISTRATION NO.
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
THE MAY DEPARTMENT STORES COMPANY
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
NEW YORK 43-0398035
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
611 OLIVE STREET, ST. LOUIS, MISSOURI 63101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE MAY DEPARTMENT STORES COMPANY
PROFIT SHARING PLAN
(FULL TITLE OF PLAN)
-----------------
RICHARD A. BRICKSON, ESQ.
SECRETARY AND COUNSEL
THE MAY DEPARTMENT STORES COMPANY
611 OLIVE STREET
ST. LOUIS, MISSOURI 63101
(314) 342-6300
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------
<TABLE>
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE* PRICE* FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock of The May
Department Stores Company, 2,266,288
$.50 par value................................... shares $39.5625 $89,660,019. $28,018.76
==================================================================================================================================
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to The May Department
Stores Company Profit Sharing Plan.
[FN]
*The proposed maximum offering price and maximum aggregate offering
price are estimated for the sole purpose of calculating the amount of
the registration fee. The fee has been calculated in accordance with
Rule 457(h) under the Securities Act of 1933. Accordingly, the maximum
offering price per share is based on the average of the high and low
prices per share of the Issuer's Common Stock on the New York Stock
Exchange on January 5, 1994.
========================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) Annual Report on Form 10-K filed by The May Department Stores
Company ("May") for the fiscal year ended January 30, 1993.
(b) Annual Report on Form 11-K filed by The May Department Stores
Company Profit Sharing Plan ("Plan") for the Plan Year ended
December 31, 1992.
(c) May's Quarterly Reports on Form 10-Q for the quarters ended May 1,
1993, July 31, 1993 and October 30, 1993.
(d) May's Current Report on Form 8-K dated April 22, 1993.
All reports and other documents filed subsequent to the date of this
Registration Statement, pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such
reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 7 of the New York Business Corporation Law ("NYBCL") and a
provision of the Registrant's By-Laws provide for indemnification of
directors and officers under certain conditions including the
possibility of indemnification against liabilities under the Securities
Act of 1933 (the "Act"). In addition, the Registrant has entered into
indemnification agreements with each director and certain executive
officers of the Registrant. Each indemnification agreement provides,
among other things, (i) for indemnification to the fullest extent
permitted by law against all expenses, judgments, fines, penalties
incurred in connection with, and amounts paid in settlement of, any
claim against the indemnified party, provided it is determined pursuant
to the agreement that the indemnitee is entitled to be indemnified
under the applicable standard of conduct under the NYBCL; (ii) for
advancement of expenses to the indemnitee in connection with the
indemnitee's defense of any threatened or pending claim, provided that
if it is determined pursuant to the agreement that the indemnitee would
not be permitted to be indemnified under applicable law, the Registrant
shall be entitled to be reimbursed by the indemnitee for all such
amounts previously paid; (iii) for the creation of a trust for the
benefit of the indemnitee in the event of a potential change in control
of the Registrant which shall be funded from time to time at the
request of the indemnitee in an amount sufficient to satisfy the
Registrant's indemnification obligations under the agreement; and (iv)
that no legal action be brought and no cause of action be asserted by
or on behalf of the Registrant against the indemnitee after the
expiration of the earlier of the applicable statute of limitations or
two years from the date of accrual of such cause of action. Similar
indemnification agreements may be entered into from time to time with
additional officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-1
<PAGE> 3
ITEM 8. EXHIBITS.
The following Exhibits are filed as a part of this Registration
Statement:
4.1 - Restated Certificate of Incorporation of the Registrant, as
amended (incorporated herein by reference to Exhibit 3(a) to
the Registrant's Annual Report on Form 10-K for the fiscal
year ended January 30, 1993).
4.2 - By-laws of the Registrant (incorporated herein by reference
to Exhibit 3(b) to the Registrant's Annual Report on Form
10-K for the fiscal year ended January 30, 1993).
4.3 - Form of Rights Agreement, dated as of February 21, 1986,
between the Registrant and Centerre Trust Company of St.
Louis, as Rights Agent (incorporated herein by reference to
Exhibit 1 to the Registrant's Current Report on Form 8-K
dated March 3, 1986).
4.4 - Form of Rights Agreement, as Amended and Restated May 2,
1988, between the Registrant and Centerre Trust Company of
St. Louis, as Rights Agent (incorporated herein by reference
to Exhibit 4.3(a) to the Registrant's Post-Effective
Amendment No. 3 to Form S-8 Registration Statement (file
number 33-11073) dated September 30, 1988).
4.5 - Form of Amendment to Rights Agreement (at Exhibit 4.4) dated
May 11, 1993, between the Registrant and The Bank of New York
as Rights Agent.
5.1 - Internal Revenue Service Determination Letter dated February
1, 1990 determining that The May Department Stores Company
Profit Sharing Plan is qualified under Section 401(a) of the
Internal Revenue Code (incorporated herein by reference to
Exhibit 5.1 to the Registrant's Registration Statement on
Form S-8 (file number 33-38104) dated December 10, 1990.
23 - Consent of Arthur Andersen & Co.
24 - Powers of Attorney.
ITEM 9. UNDERTAKINGS.
(1) The undersigned issuer hereby undertakes to deliver or cause to be
delivered with the prospectus to each employee to whom the prospectus
is sent or given, a copy of the issuer's annual report to shareowners
for its latest fiscal year, unless such employee otherwise has received
a copy of such report, in which case the issuer shall state in the
prospectus that it will promptly furnish, without charge, a copy of
such report on the written request of the employee. If the latest
fiscal year of the issuer has ended within 120 days prior to the use of
the prospectus, the annual report of the issuer for the preceding
fiscal year may be so delivered, but within such 120 day period the
annual report for the latest fiscal year will be furnished to each such
employee.
(2) The undersigned issuer hereby undertakes to transmit or cause to be
transmitted to all employees participating in the Plan, who do not
otherwise receive such material as stockholders of the issuer, at the
time and in the manner such material is sent to its shareowners, copies
of all reports, proxy statements and other communications distributed
to its shareowners generally.
(3) Where interests in a plan are registered herewith, the undersigned
issuer and plan hereby undertake to transmit or cause to be transmitted
promptly, without charge, to any participant in the plan who makes a
written request, a copy of the then latest annual report of the plan
filed pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Form 11-K). If such report is filed separately on Form 11-K, such form
shall be delivered upon written request. If such report is filed as a
part of the issuer's annual report on Form 10-K, that entire report
(excluding exhibits) shall be delivered upon written request. If such
report is filed as a part of the issuer's annual report to shareowners
delivered pursuant to paragraph (1) or (2) of this undertaking
additional delivery shall not be required.
(4) The undersigned issuer hereby undertakes: (i) that for the purpose
of determining any liability under the Securities Act of 1933, each
such post-effective amendment and each filing of the issuer's annual
report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 (or, where applicable, each filing of the plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
II-2
<PAGE> 4
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; (ii) that all such
new registration statements will comply with the applicable forms,
rules and regulations of the Commission in effect at the time such
post-effective amendments or annual reports are filed; and (iii) to
remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination
of the plan.
(5) The undersigned issuer hereby undertakes to file, during any period
in which offers or sales are being made of the securities registered
hereby, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the issuer pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be provided to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by the
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(7) Insofar as The May Department Stores Company Profit Sharing Plan
has been amended since receipt of the Determination Letter which is
incorporated by reference as Exhibit 5.1 of this Registration
Statement, the Registrant undertakes to submit the Plan as amended to
the Internal Revenue Service in a timely manner and to make such
changes, if any, required by the Internal Revenue Service in order to
maintain the qualification of the Plan.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the issuer
certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on a Form S-8, undertakes to comply with
the requirements of Part II of Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis and State of
Missouri, on the 7th day of January, 1994.
The May Department Stores Company
by *
-------------------------------------
Jerome T. Loeb,
President and Chief Financial Officer
*By RICHARD A. BRICKSON
--------------------------------------------------- Attorney-in-fact
Richard A. Brickson
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------------------------------- --------------------------
PRINCIPAL EXECUTIVE OFFICER:
<C> <S> <C>
* Director, Chairman of the Board and
- ----------------------------------------------------------------Chief Executive Officer
David C. Farrell
PRINCIPAL FINANCIAL OFFICER AND
PRINCIPAL ACCOUNTING OFFICER:
* Director, President and Chief
- ----------------------------------------------------------------Financial Officer
Jerome T. Loeb
* Director and Vice Chairman
- -----------------------------------------------------------------
Richard L. Battram
* Director and Deputy Chairman January 7, 1994
- -----------------------------------------------------------------
Thomas A. Hays
* Director
- -----------------------------------------------------------------
Edward H. Meyer
* Director
- -----------------------------------------------------------------
Russell E. Palmer
* Director
- -----------------------------------------------------------------
Michael R. Quinlan
* Director
- -----------------------------------------------------------------
William P. Stiritz
* Director
- -----------------------------------------------------------------
Robert D. Storey
II-4
<PAGE> 6
SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------------------------------- --------------------------
* Director January 7, 1994
- -----------------------------------------------------------------
Murray L. Weidenbaum
*By RICHARD A. BRICKSON
-------------------------------------------------------------- Attorney-in-fact
Richard A. Brickson
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, The May
Department Stores Company Profit Sharing Plan has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis and State of
Missouri, on the 7th day of January, 1994.
The May Department Stores Company Profit Sharing Plan
by RICHARD A. BRICKSON
--------------------------------------
Richard A. Brickson, Member,
Administrative Subcommittee
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------------------------------------------------------------------------- --------------------------
<C> <S> <C>
DONALD N. BAXTER Member, Administrative Subcommittee
- -----------------------------------------------------------------
Donald N. Baxter
RICHARD A. BRICKSON Member, Administrative Subcommittee January 7, 1994
- -----------------------------------------------------------------
Richard A. Brickson
JAN R. KNIFFEN Member, Administrative Subcommittee
- -----------------------------------------------------------------
Jan R. Kniffen
</TABLE>
II-5
<PAGE> 7
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------ -----------------------------------------------------------------------------------------------
<C> <S>
4.1 -Restated Certificate of Incorporation of the Registrant, as amended (incorporated herein by
reference to Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the fiscal year
ended January 30, 1993).
4.2 -By-laws of the Registrant (incorporated herein by reference to Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year ended January 30, 1993).
4.3 -Form of Rights Agreement, dated as of February 21, 1986, between the Registrant and Centerre
Trust Company of St. Louis, as Rights Agent (incorporated herein by reference to Exhibit 1 to
the Registrant's Current Report on Form 8-K dated March 3, 1986).
4.4 -Form of Rights Agreement, as Amended and Restated May 2, 1988, between the Registrant and
Centerre Trust Company of St. Louis, as Rights Agent (incorporated herein by reference to
Exhibit 4.3(a) to the Registrant's Post-Effective Amendment No. 3 to Form S-8 Registration
Statement (file number 33-11073) dated September 30, 1988).
4.5 -Form of Amendment to Rights Agreement (at Exhibit 4.4) dated May 11, 1993, between the
Registrant and The Bank of New York as Rights Agent.
5.1 -Internal Revenue Service Determination Letter dated February 1, 1990 determining that The May
Department Stores Company Profit Sharing Plan is qualified under Section 401(a) of the
Internal Revenue Code (incorporated herein by reference to Exhibit 5.1 to the Registrant's
Registration Statement on Form S-8 (file number 33-38104) dated December 10, 1990.
23 -Consent of Arthur Andersen & Co.
24 -Powers of Attorney.
</TABLE>
<PAGE> 1
Amendment to Rights Agreement
This Amendment to Rights Agreement, dated as of May __, 1993,
between THE MAY DEPARTMENT STORES COMPANY, a New York corporation
(the "Company"), and THE BANK OF NEW YORK, a banking company
organized under the laws of New York ("BNY").
Whereas, the Company and Centerre Trust Company entered into
that certain rights agreement dated as of February 21, 1986, which
agreement was amended and restated as of May 2, 1988 (the "Rights
Agreement"); and
Whereas, effective February 24, 1992, the Company appointed
BNY, and BNY agreed to serve as, (i) transfer agent for all of the
issued and outstanding stock of the Company and (ii) Rights Agent
under the Rights Agreement; and
Whereas, the Company and BNY wish to formally reflect such
appointment and agreement to serve as Rights Agent in this
Amendment to Rights Agreement;
Now, Therefore, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree,
effective as of February 24, 1992, as follows:
1. All references to the Rights Agent in the Rights Agreement
shall be deemed to be references to BNY.
2. Section 1(e) is hereby amended to substitute the "State of
New York" for the "State of Missouri".
3. Section 1(f) is hereby amended to substitute "New York" for
"St. Louis".
4. The first sentence of the Revised Legend in Section 3(c) on
page 12 is hereby deleted and replaced by the following
sentence:
"This certificate also evidences and entitles the holder
hereof to certain Rights as set forth in the Rights
Agreement between The May Department Stores Company (the
"Company") and the Rights Agent, dated as of February 21,
1986, as amended and restated (the "Rights Agreement"),
the terms of which are hereby incorporated herein by
reference and a copy of which is on file at the principal
offices of the Company."
5. The first sentence of Section 5(b) is hereby amended to
substitute "New York, New York" for "St. Louis, Missouri".
6. The last sentence of Section 8 is hereby deleted and replaced
by the following sentence:
<PAGE> 2
"The Rights Agent shall deliver all cancelled Right
Certificates to the Company or may, but shall not be
required to destroy such cancelled Right Certificates,
and in such case shall deliver a certificate of
destruction thereof to the Company."
7. Section 18(a) is hereby amended by adding the following
sentence to the end of that section:
"The provisions of this Section 18(a) shall survive the
termination of this Agreement."
8. Section 20 is hereby amended by adding the following new
paragraphs (l), (m) and (n) to the end of Section 20:
(l) Any application by the Rights Agent for written
instructions from the Company may, at the option of the
Rights Agent, set forth in writing any action proposed to
be taken or omitted by the Rights Agent under this
Agreement and the date on and/or after which such action
shall be taken or such omission shall be effective. The
Rights Agent shall not be liable for any action taken by,
or omission of, the Rights Agent in accordance with a
proposal included in such application on or after the
date specified in such application (which date shall not
be less than five Business Days after the date any
officer of the Company actually receives such
application, unless any such officer shall have consented
in writing to any earlier date) unless prior to taking
any such action (or the effective date in the case of an
omission), the Rights Agent shall have received written
instructions in response to such application specifying
the action to be taken.
(m) In addition to the foregoing, the Rights Agent shall
be protected and shall incur no liability for, or in
respect of, any action taken or omitted by it in
connection with its administration of this Agreement if
such acts or omissions are in reliance upon (i) the
proper execution of the certifications concerning
beneficial ownership appended to the form of assignment
and the form of election to purchase attached hereto
unless the Rights Agent shall have actual knowledge that,
as executed, such certification is untrue, or (ii) the
non-execution of such certification including, without
limitation, any refusal to honor any otherwise
permissible assignment or election by reason of such non-
execution.
(n) The Company agrees to give the Rights Agent prompt
written notice of any event or ownership which would
prohibit the exercise or transfer of the Right
Certificates.
<PAGE> 3
9. The fourth sentence of Section 21 is hereby deleted and
replaced by the following sentence:
"If the Company shall fail to make such appointment
within a period of thirty (30) days after giving notice
of such removal or after it has been notified in writing
of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Right
Certificate who shall, with such notice, submit his Right
Certificate for inspection by the Company), then the
Rights Agent or any registered holder of any Right
Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent.
10. The first sentence of Section 23(a) is hereby amended to
substitute "New York time" for "St. Louis time".
11. Section 25 is hereby amended by deleting the notice address of
Centerre Trust Company and substituting therefore the
following notice address of The Bank of New York:
The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Susan McFarland
All provisions of the Rights Agreement which have not
specifically been amended by this Amendment to Rights Agreement
remain unchanged and in full force and effect.
In Witness Whereof, the parties have executed this Amendment
to Rights Agreement as of the day and year first above written.
THE MAY DEPARTMENT STORES COMPANY
By: R.A. BRICKSON
---------------------------------
Name: Richard A. Brickson
Title: Secretary
THE BANK OF NEW YORK
By: JOHN I. SIVERTSEN
--------------------------------
Name: John I. Sivertsen
Title: Vice President
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated February 22, 1993, incorporated by reference in The
May Department Stores company Form 10-K for the year ended
January 30, 1993, and to our report dated April 19, 1993,
included in The May Department Stores Company Profit Sharing Plan
Form 11-K for the year ended December 31, 1992, and to all
references to our firm included in this registration statement.
ARTHUR ANDERSEN & CO.
St. Louis, Missouri,
January 6, 1994
<PAGE> 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 17th day of December, 1993.
DAVID C. FARRELL
------------------------------------------
David C. Farrell
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 16th day of December, 1993.
JEROME T. LOEB
------------------------------------------
Jerome T. Loeb
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 15th day of December, 1993.
RICHARD L. BATTRAM
------------------------------------------
Richard L. Battram
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 15th day of December, 1993.
THOMAS A. HAYS
------------------------------------------
Thomas A. Hays
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 22nd day of December, 1993.
EDWARD H. MEYER
------------------------------------------
Edward H. Meyer
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 20th day of December, 1993.
RUSSELL E. PALMER
------------------------------------------
Russell E. Palmer
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 20th day of December, 1993.
MICHAEL R. QUINLAN
------------------------------------------
Michael R. Quinlan
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 16th day of December, 1993.
WILLIAM P. STIRITZ
------------------------------------------
William P. Stiritz
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 5th day of January, 1994.
ROBERT D. STOREY
------------------------------------------
Robert D. Storey
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Richard A. Brickson, Louis J. Garr, Jr. and Jerome T. Loeb, and each
or any one of them acting alone, as his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with respect to The
May Department Stores Company Profit Sharing Plan and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises to perfect and
complete such filing(s), as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or his substitute may lawfully do or cause to be done by
virtue thereof.
DATED this 16th day of December, 1993.
MURRAY L. WEIDENBAUM
------------------------------------------
Murray L. Weidenbaum
