<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 26, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
THE MAY DEPARTMENT STORES COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 43-0398035
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
611 OLIVE STREET
ST. LOUIS, MISSOURI 63101
314-342-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
RICHARD A. BRICKSON
SECRETARY AND SENIOR COUNSEL
THE MAY DEPARTMENT STORES COMPANY
611 OLIVE STREET
ST. LOUIS, MISSOURI 63101
314-342-6300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
--------------
COPY TO:
MARGARET L. WOLFF, ESQ.
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement, as
market conditions permit.
--------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
--------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities.................. $450,000,000 100% $450,000,000 $155,173.50
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Or, in the case of Debt Securities issued at an original issue discount,
such greater principal amount as shall result in an aggregate public
offering price of the amount set forth below or, in the case of Debt
Securities denominated in a currency other than U.S. dollars or a composite
currency, such U.S. dollar amount as shall result from converting the
aggregate public offering price of such Debt Securities into U.S. dollars at
the spot exchange rate in effect on the date such Debt Securities are
initially offered to the public.
(2) Offering price per unit and aggregate offering price are estimated solely
for the purpose of determining the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933 THE PROSPECTUS INCLUDED
HEREIN ALSO RELATES TO $350,000,000 PRINCIPAL AMOUNT OF DEBT SECURITIES
REGISTERED UNDER REGISTRATION STATEMENT NOS. 33-38585 AND 33-46021, WHICH WERE
DECLARED EFFECTIVE ON JANUARY 18, 1991 AND MARCH 16, 1992, RESPECTIVELY. IN THE
EVENT ANY OF SUCH PREVIOUSLY REGISTERED DEBT SECURITIES ARE OFFERED PRIOR TO
THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, THEY WILL NOT BE INCLUDED IN
ANY PROSPECTUS HEREUNDER. THE AMOUNT OF DEBT SECURITIES BEING REGISTERED,
TOGETHER WITH THE REMAINING DEBT SECURITIES REGISTERED UNDER REGISTRATION
STATEMENT 33-38585 AND 33-46021, REPRESENTS THE MAXIMUM AMOUNT OF DEBT
SECURITIES WHICH ARE EXPECTED TO BE OFFERED FOR SALE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
PROSPECTUS (Subject to Completion)
Issued August 26, 1994
$800,000,000
The May Department Stores Company
DEBT SECURITIES
The May Department Stores Company (the "Company") from time to time may offer
its senior debt securities (the "Debt Securities") in a principal amount
sufficient to result in proceeds to the Company of up to $800,000,000 (or the
equivalent in foreign denominated currencies or composite currencies, based
upon the applicable exchange rate at the time of sale), of which up to
$300,000,000 aggregate principal amount may be offered by the Company as
medium-term notes due from 9 months to 60 years from the date of issue. The
Debt Securities may be offered as separate series under one or more Indentures
in amounts, at prices and on terms to be set forth in supplements to this
Prospectus. The Company may sell Debt Securities directly or through agents
designated from time to time or to or through one or more underwriters who will
be named in a Prospectus Supplement (the "Prospectus Supplement"), or an
underwriting syndicate including and represented by such firms. See "Plan of
Distribution."
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, premium, if
any, interest rate (which may be fixed or variable) and time of payment of
interest, if any, terms for redemption at the option of the Company or the
holder, terms for sinking fund payments, the name of the trustee under the
indenture relating to the Debt Securities, the initial public offering price,
the names of any underwriters or agents, the applicable compensation of such
underwriters or agents and the other terms in connection with the offering and
sale of the Debt Securities in respect of which this Prospectus is being
delivered, will be set forth in an accompanying Prospectus Supplement.
As used herein, Debt Securities shall include securities denominated in
United States dollars or, at the option of the Company if so specified in the
applicable Prospectus Supplement, in any other currency or in composite
currencies or in amounts determined by reference to an index.
------------
, 1994
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE DEBT SECURITIES
OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
----------------
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by
the Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as the following regional offices: Suite
1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and
Suite 1300, 7 World Trade Center, New York, New York 10048; and copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549 at prescribed rates. In addition, certain of the
Company's securities are listed on the New York Stock Exchange and reports,
proxy statements and other information concerning the Company may be inspected
at the office of such Exchange.
----------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are, as of
their respective dates, incorporated into this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1994.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
April 30, 1994.
(c) The Company's Current Report on Form 8-K dated April 20, 1994.
(d) The Company's Current Report on Form 8-K dated August 8, 1994.
(e) The Company's Current Report on Form 8-K dated August 11, 1994.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. This Prospectus does not contain all
information set forth in the registration statement of which this Prospectus
forms a part and Registration Statement Nos. 33-38585 and 33-46021 and Exhibits
thereto, which the Company has filed with the Commission and to which reference
is hereby made.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM A COPY OF THIS
PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF
ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE, OTHER THAN
EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO: THE
MAY DEPARTMENT STORES COMPANY, 611 OLIVE STREET, ST. LOUIS, MISSOURI 63101,
ATTENTION: CORPORATE COMMUNICATIONS DEPARTMENT, OR BY TELEPHONE TO THE
CORPORATE COMMUNICATIONS DEPARTMENT AT 314-342-6300.
2
<PAGE>
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE DEBT
SECURITIES OFFERED HEREBY OR OTHER DEBT SECURITIES OF THE COMPANY AT LEVELS
ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS
MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET
OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
THE COMPANY
The May Department Stores Company (the "Company") is one of the nation's
largest retailing companies. The Company's principal retail segments consist of
8 department store companies across the United States and a national specialty
shoe store company.
The Company's 302 department stores are operated by 8 department store
divisions and subsidiaries in 29 states and the District of Columbia under the
following trade names: Lord & Taylor, New York City; Foley's, Houston;
Robinsons-May, Los Angeles; Hecht's, Washington, D.C.; Kaufmann's, Pittsburgh;
Filene's, Boston; Famous-Barr, St. Louis; and Meier & Frank, Portland, Oregon.
The Company, through its Payless ShoeSource, Inc. subsidiary, operates 3,895
specialty stores nationwide. Payless ShoeSource's chain of self-service family
shoe stores operates in 49 states, the District of Columbia, Puerto Rico and
the Virgin Islands.
The Company was organized under the laws of the State of New York on June 4,
1910. The Company employs approximately 113,000 people in 49 states, the
District of Columbia, Puerto Rico, the Virgin Islands and 8 offices overseas.
The Company's principal office is at 611 Olive Street, St. Louis, Missouri
63101, and the Company's telephone number is 314-342-6300.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities will be added to the
general funds of the Company and will be available to retire a portion of its
outstanding commercial paper and other short-term indebtedness, to finance its
operations, and for general corporate purposes, including investments and
acquisitions. Any specific allocation of the net proceeds of an offering of
Debt Securities to a specific purpose will be described in the applicable
Prospectus Supplement.
3
<PAGE>
SUMMARY FINANCIAL INFORMATION--HISTORICAL
The following summary financial information presents the historical operating
results of the Company for the 13 week periods ended April 30, 1994 and May 1,
1993 and for each of the five fiscal years in the period ended January 29, 1994
and the historical balance sheet as of April 30, 1994, January 29, 1994 and
January 30, 1993. The following financial information should be read in
conjunction with the consolidated financial statements and related notes
contained in the Company's Annual Report on Form 10-K for the fiscal year ended
January 29, 1994 and the Company's Quarterly Report on Form 10-Q for the period
ended April 30, 1994, which are incorporated herein by reference. Operating
results of periods which exclude the Christmas season may not be indicative of
the operating results that may be expected for the full fiscal year.
SUMMARY OF OPERATIONS
<TABLE>
<CAPTION>
13 WEEKS ENDED FISCAL YEAR (1)
---------------- -----------------------------------------
APRIL 30, MAY 1,
(DOLLARS IN MILLIONS, EXCEPT 1994 1993 1993 1992 1991 1990 1989
PER SHARE) --------- ------ ------- ------- ------- ------- ------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues.................... $2,622 $2,422 $11,529 $11,150 $10,615 $10,066 $9,602
Cost and Expenses:
Cost of sales............. 1,817 1,683 7,910 7,691 7,339 6,978 6,581
Selling, general and ad-
ministrative expenses.... 558 517 2,196 2,202 2,164 2,046 1,989
Interest expense, net..... 59 63 245 279 316 280 233
------ ------ ------- ------- ------- ------- ------
Total Cost and Expenses. 2,434 2,263 10,351 10,172 9,819 9,304 8,803
------ ------ ------- ------- ------- ------- ------
Earnings From Continuing Op-
erations Before Income Tax-
es......................... 188 159 1,178 791(2) 796 762 799
Provision for Income Taxes.. 76 63 467 188(2) 281 262 284
------ ------ ------- ------- ------- ------- ------
Net Earnings From Continuing
Operations................. 112 96 711 603 515 500 515
Net Earnings From Discontin-
ued Operations............. -- -- -- -- -- -- 6
Loss on Disposal of Discon-
tinued Operations.......... -- -- -- -- -- -- (23)
------ ------ ------- ------- ------- ------- ------
Net Earnings................ $ 112 $ 96 $ 711 $ 603 $ 515 $ 500 $ 498
====== ====== ======= ======= ======= ======= ======
Primary Earnings per Share:
Continuing Operations..... $ 0.43 $ 0.37 $ 2.77 $ 2.35 $ 2.01 $ 1.94 $ 1.87
Discontinued Operations... -- -- -- -- -- -- 0.02
Loss on Disposal of Dis-
continued Operations..... -- -- -- -- -- -- (0.08)
------ ------ ------- ------- ------- ------- ------
Primary Earnings per Share.. $ 0.43 $ 0.37 $ 2.77 $ 2.35 $ 2.01 $ 1.94 $ 1.81
====== ====== ======= ======= ======= ======= ======
Fully Diluted Earnings per
Share:
Continuing Operations..... $ 0.41 $ 0.35 $ 2.65 $ 2.26 $ 1.93 $ 1.87 $ 1.82
Discontinued Operations... -- -- -- -- -- -- 0.02
Loss on Disposal of Dis-
continued Operations..... -- -- -- -- -- -- (0.08)
------ ------ ------- ------- ------- ------- ------
Fully Diluted Earnings per
Share...................... $ 0.41 $ 0.35 $ 2.65 $ 2.26 $ 1.93 $ 1.87 $ 1.76
====== ====== ======= ======= ======= ======= ======
Ratio of Earnings to Fixed 2.9 2.5 3.9 2.7 2.6 2.7 3.1
Charges(3).................. ====== ====== ======= ======= ======= ======= ======
</TABLE>
- -------
(1) Fiscal years 1993, 1992, 1991, 1990 and 1989 ended on January 29, 1994,
January 30, 1993, February 1, 1992, February 2, 1991 and February 3, 1990,
respectively.
(2) Pretax earnings include a net charge of $187 million from special and
nonrecurring items, and income taxes include a tax benefit of $187 million from
special and nonrecurring items.
(3) For purposes of computing the ratios of earnings to fixed charges for the
Company and its subsidiaries, earnings have been calculated by adding to pretax
earnings from continuing operations (a) fixed charges (excluding capitalized
interest and the pretax equivalent of preferred stock dividend requirements)
and (b) the total of adjustments to recognize only distributed earnings for
less than 50% owned persons accounted for under the equity method and
amortization of previously capitalized interest and then subtracting dividends
on ESOP Preference Shares. Fixed charges have been calculated by adding gross
interest expense (including interest on long-term, short-term and ESOP debt,
and amortization of debt discount and debt issue expense), that portion of rent
expense deemed representative of the interest factor in such rent expense,
preferred stock dividend requirements (pretax equivalent) and the Company's
proportionate share of interest of unconsolidated 50% owned persons and the
Company's proportionate share of interest of a less than 50% owned person for
which a subsidiary of the Company has guaranteed the debt.
4
<PAGE>
CONSOLIDATED BALANCE SHEET DATA
<TABLE>
<CAPTION>
AS OF AS OF AS OF
APRIL 30, 1994 JANUARY 29, 1994 JANUARY 30, 1993
(IN MILLIONS) -------------- ---------------- ----------------
(UNAUDITED)
<S> <C> <C> <C>
Total Current Assets........... $4,690 $4,679 $4,654
Total Current Liabilities...... 1,819 1,771 1,975
Working Capital................ 2,871 2,908 2,679
Total Assets................... 8,875 8,800 8,545
Long-Term Debt................. 2,809 2,822 2,879
Deferred Income Taxes.......... 366 373 320
Other Liabilities.............. 169 182 176
ESOP Preference Shares......... 379 380 389
Unearned Compensation.......... (359) (367) (375)
Shareowners' Equity............ 3,692 3,639 3,181
</TABLE>
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued under one or more indentures, the terms
of which will be substantially identical other than as described herein, with
one or more trustees. The indentures may include an Amended and Restated
Indenture dated as of January 15, 1991 (the "First Chicago Indenture") with The
First National Bank of Chicago, as trustee ("First Chicago"), which provides
that the amount of Debt Securities issuable thereunder is unlimited and an
Indenture dated as of January 15, 1991 (the "Citibank Indenture"), with
Citibank, N.A., as trustee ("Citibank"), which provides that the amount of Debt
Securities issuable thereunder is unlimited. The Citibank Indenture and the
First Chicago Indenture are referred to hereinafter each as an "Indenture" and
together as the "Indentures" and Citibank and First Chicago are referred to
hereinafter each as a "Trustee" and together as the "Trustees."
The following description of the terms of the Debt Securities sets forth
certain general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate. The particular terms of the Debt Securities
offered by any Prospectus Supplement (the "Offered Debt Securities"), the
trustee with respect to the Offered Debt Securities and the extent, if any, to
which such general provisions may apply to the Offered Debt Securities will be
described in the Prospectus Supplement relating to such Offered Debt
Securities. The Indentures contain, among other things, the following
provisions. Except as otherwise specified, all of the provisions described
below appear in each of the Indentures. The following summaries of certain
provisions of the Indentures do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all provisions of the
Indentures, including the definitions therein of certain terms. Wherever
particular sections or defined terms of the Indentures are referred to it is
intended that such sections or defined terms shall be incorporated herein by
reference.
GENERAL
The Indentures provide for the issuance of Debt Securities from time to time,
in one or more series. Reference is made to the Prospectus Supplement which
will describe the following terms of the Offered Debt Securities: (a) the
designation of the Offered Debt Securities; (b) any limit on the aggregate
principal amount of the Offered Debt Securities; (c) the date or dates on which
the Offered Debt Securities will mature; (d) the rate or rates (which may be
fixed or variable) per annum at which the Offered Debt Securities will bear
interest, if any, and the date from which such interest will accrue; (e) the
dates on which such interest, if any, will be payable and the Regular Record
Dates for such Interest Payment Dates; (f) any mandatory or optional sinking
fund or purchase fund or analogous provisions; (g) if applicable, the date
after which and the price or prices at which the
5
<PAGE>
Offered Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company or the Holder thereof and
the other detailed terms and provisions of such optional or mandatory
redemption; (h) the place or places of payment of principal of (and premium, if
any) and interest on the Offered Debt Securities; (i) whether the Offered Debt
Securities are issuable as Bearer Securities and, if so, whether Registered
Securities are issuable; (j) special provisions relating to the issuance of any
Bearer Securities of any series; (k) the currency in Dollars, Foreign Currency
or any composite currency of any series; (l) any deletions from, changes in or
additions to Events of Default or covenants of the Company in the Indentures;
(m) the form of Debt Securities and Coupons, if any; and (n) any other terms of
the Offered Debt Securities. (Section 301)
The Debt Securities will be issuable as Registered Securities, as Bearer
Securities or both. Debt Securities of a series may be issuable in global form,
as described below under "Global Securities." Unless the Prospectus Supplement
relating thereto specifies otherwise, Registered Securities denominated in U.S.
dollars will be issued only in denominations of $1,000 or any integral multiple
thereof, and Bearer Securities denominated in U.S. dollars will be issued only
in denominations of $5,000. The Prospectus Supplement relating to a series of
Debt Securities denominated in a foreign or composite currency will specify the
denomination thereof. (Section 302)
At the option of the Holder and subject to the terms of the applicable
Indenture, Bearer Securities (with all unmatured coupons, except as provided
below) of any series will be exchangeable into an equal aggregate principal
amount of Registered Securities or Bearer Securities of the same series (with
the same interest rate and maturity date) and Registered Securities of any
series will be exchangeable into an equal aggregate principal amount of
Registered Securities of the same series (with the same interest rate and
maturity date) of different authorized denominations. If a Holder surrenders
Bearer Securities in exchange for Registered Securities between a Regular
Record Date or, in certain circumstances, a Special Record Date, and the
relevant interest payment date, such Holder will not be required to surrender
the coupon relating to such interest payment date. Registered Securities may
not be exchanged for Bearer Securities. (Section 305)
Debt Securities may be presented for exchange, and Registered Securities
(other than a Book-Entry Security) may be presented for registration of
transfer (with the form of transfer endorsed thereon duly executed), at the
office of any transfer agent or at the office of the Security Registrar,
without service charge and upon payment of any taxes and other governmental
charges as described in the Indentures. Such registration of transfer or
exchange will be effected upon the transfer agent or the Security Registrar, as
the case may be, being satisfied with the documents of title and identity of
the person making the request. (Section 305) Bearer Securities will be
transferable by delivery.
Debt Securities may be issued under the Indentures as Original Issue Discount
Securities to be offered and sold at a substantial discount from the principal
amount thereof. If the Offered Debt Securities are Original Issue Discount
Securities, the special Federal income tax, accounting and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Security" means any security which provides
for an amount less than the principal amount thereof to be due and payable upon
the declaration of acceleration of the maturity thereof upon the occurrence of
an Event of Default and the continuation thereof. (Section 502)
Unless otherwise indicated in a Prospectus Supplement, the covenants
contained in the Indentures and the Debt Securities would not necessarily
afford Holders of the Debt Securities protection in the event of a highly
leveraged or other transaction involving the Company that may adversely affect
Holders.
6
<PAGE>
PAYMENT AND PAYING AGENTS
Unless otherwise indicated in an applicable Prospectus Supplement, payment of
principal of (and premium, if any) and interest, if any, on Registered
Securities will be made in the designated currency at the office of such Paying
Agent or Paying Agents as the Company may designate from time to time, except
that at the option of the Company payment of any interest may be made (i) by
check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register or (ii) by wire transfer to an account
maintained by the Person entitled thereto as specified in the Security
Register. Unless otherwise indicated in an applicable Prospectus Supplement,
payment of any installment of interest on Registered Securities will be made to
the Person in whose name such Registered Security is registered at the close of
business on the Regular Record Date for such interest. (Sections 307 and 902)
Payment of principal of and premium, if any, and interest on Bearer
Securities will be payable in the currency and in the manner designated in the
Prospectus Supplement, subject to any applicable laws and regulations, at such
paying agencies outside the United States as the Company may appoint from time
to time. The paying agents outside the United States initially appointed by the
Company for a series of Debt Securities will be named in the Prospectus
Supplement. The Company may at any time designate additional Paying Agents or
rescind the designation of any Paying Agents, except that, if Securities of a
series are issuable as Registered Securities, the Company will be required to
maintain at least one paying agent in each Place of Payment for such series
and, if Securities of a series are issuable as Bearer Securities, the Company
will be required to maintain a Paying Agent in a Place of Payment outside the
United States where Debt Securities of such series and any coupons appertaining
thereto may be presented and surrendered for payment; provided that if the
Securities of such series are listed on The International Stock Exchange of the
United Kingdom and the Republic of Ireland Limited or the Luxembourg Stock
Exchange or any other stock exchange located outside the United States and such
stock exchange shall so require, the Company will maintain a Paying Agent in
London or Luxembourg or any other required city located outside the United
States, as the case may be, for the Securities of such series. (Section 902)
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in global
form. A Debt Security in global form will be deposited with, or on behalf of, a
Depositary, which will be identified in an applicable Prospectus Supplement. A
Debt Security may be issued in either registered or bearer form and in either
temporary or permanent form. A Debt Security in global form may not be
transferred except as a whole by the Depositary for such Debt Security to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor of such Depositary or a nominee of such successor.
If any Debt Security of a series is issuable in global form, the applicable
Prospectus Supplement will describe the circumstances, if any, under which
beneficial owners of interests in any such global Security may exchange such
interests for definitive Debt Securities of such series of like tenor and
principal amount in any authorized form and denomination, the manner of payment
of principal of and interest, if any, on any such global Debt Security and the
specific terms of the depositary arrangement with respect to any such global
Debt Security. (Section 305)
OPTIONAL REDEMPTION
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any optional redemption provisions relating to such
Offered Debt Securities.
SINKING FUND
Reference is made to the Prospectus Supplement relating to each series of
Offered Debt Securities for any sinking fund provisions relating to such
Offered Debt Securities.
7
<PAGE>
RESTRICTED AND UNRESTRICTED SUBSIDIARIES; CERTAIN DEFINITIONS
The restrictive provisions of the Indentures applicable to the Company and
its Restricted Subsidiaries do not apply to Unrestricted Subsidiaries. The
assets and indebtedness of Unrestricted Subsidiaries are not consolidated with
those of the Company and its Restricted Subsidiaries in calculating
Consolidated Net Tangible Assets, Funded Debt or Secured Indebtedness under the
Indentures. Investments by the Company or by its Restricted Subsidiaries in
Unrestricted Subsidiaries are excluded in computing Consolidated Net Tangible
Assets. "Unrestricted Subsidiaries" are those Subsidiaries defined as such by
the Indentures, i.e., certain finance Subsidiaries acquired or formed
subsequent to the date of the Indentures, certain foreign Subsidiaries, certain
real estate Subsidiaries and those Subsidiaries which are designated as
Unrestricted Subsidiaries by the Board of Directors from time to time pursuant
to the Indentures (in each case, unless and until designated as Restricted
Subsidiaries by the Board of Directors pursuant to the Indentures). "Restricted
Subsidiaries" are all Subsidiaries other than Unrestricted Subsidiaries. A
"Wholly-owned Restricted Subsidiary" is a Restricted Subsidiary all of the
outstanding Funded Debt and capital stock of which (except directors'
qualifying shares) is owned by the Company and its other Wholly-owned
Restricted Subsidiaries. (Section 101)
"Consolidated Net Tangible Assets" means the total amount of assets of the
Company and its Restricted Subsidiaries (less applicable reserves and other
properly deductible items and after excluding Investments made in Unrestricted
Subsidiaries or in corporations while they are Unrestricted Subsidiaries but
which are not Subsidiaries at the time of computation) after deducting (i) all
liabilities and liability items (including amounts in respect of capitalized
leases), except Funded Debt, capital stock and surplus, surplus reserves,
deferred income taxes and deferred investment tax credits, and (ii) goodwill,
trade names, trademarks, patents, unamortized debt discount and expense and
other like intangibles. (Section 101)
"Funded Debt" includes indebtedness maturing more than 12 months after the
time of computation of the amount thereof or which is extendible or renewable
at the option of the obligor on such indebtedness to a time more than 12 months
after the time of the computation of the amount thereof, guarantees of such
indebtedness or of such obligations of others or of dividends (except
guarantees in connection with the sale or discount of accounts receivable,
trade acceptances and other paper arising in the ordinary course of business),
and in the case of any Subsidiary all Preferred Stock of such Subsidiary.
Funded Debt does not include any obligations in respect of lease rentals
whether or not such obligations would be included as liabilities on a
consolidated balance sheet of the Company and its Restricted Subsidiaries. The
Company or any Restricted Subsidiary shall be deemed to have assumed Funded
Debt secured by any Mortgage upon any of its properties or assets whether or
not it has actually done so. (Section 101)
"Secured Indebtedness" means any Indebtedness which is secured by a Mortgage
upon any assets of the Company or a Restricted Subsidiary, including in such
assets, without limitation, shares of stock or indebtedness of any Subsidiary
owned by the Company or a Restricted Subsidiary, provided that Indebtedness
secured by a Mortgage incurred or assumed in connection with an issuance of
revenue bonds the interest on which is exempt from Federal income tax pursuant
to Section 103 of the Internal Revenue Code of 1986, as amended, shall not be
deemed Secured Indebtedness. (Section 101)
LIMITATION ON LIENS
Unless the aggregate principal amount of all outstanding Secured Indebtedness
of the Company and its Restricted Subsidiaries, the unsecured Funded Debt of
the Restricted Subsidiaries (exclusive of any unsecured Funded Debt or Secured
Indebtedness owed to the Company or a Wholly-owned Restricted Subsidiary), and
the Indebtedness to be secured does not exceed 15% of Consolidated Net Tangible
Assets, the Company may not, and may not permit any Restricted Subsidiary to,
mortgage,
8
<PAGE>
pledge or create (by merger or otherwise) any lien, security interest,
conditional sale or other title retention agreement or other similar
encumbrance on any of the assets of the Company or any of its Restricted
Subsidiaries (except to secure Indebtedness to the Company or any of its
Wholly-owned Restricted Subsidiaries) without making effective provision to
secure the Debt Securities at least equally and ratably with such Indebtedness,
so long as such Indebtedness is so secured. The foregoing provision, however,
does not prevent certain purchase money mortgage liens or the refunding or
extension thereof, certain non-recourse liens on real property to reimburse the
Company or any of its Restricted Subsidiaries for the cost or acquisition of or
improvements to such real property, existing Mortgages, tax liens and other
liens incurred in the ordinary course of business which do not materially limit
the use of the property subject thereto in the operation of the business of the
Company or of any Restricted Subsidiary or impair the value of such property
for the purposes of such business, Mortgages on assets of a Restricted
Subsidiary existing on the date it became a Subsidiary, or any refundings or
extensions thereof not exceeding the principal amount of the Indebtedness so
refunded, or extended, and applying only to the same property or assets.
(Section 905)
RESTRICTIONS ON DISPOSITIONS OF AND BY SUBSIDIARIES (FIRST CHICAGO INDENTURE)
The First Chicago Indenture provides that the Company may not part with
control of (except to a Wholly-owned Restricted Subsidiary or for directors'
qualifying shares) and may not permit any Restricted Subsidiary to part with
control of (except to the Company or a Wholly-owned Restricted Subsidiary or
for directors' qualifying shares) any stock of a Restricted Subsidiary, unless,
among other things, the entire Funded Debt and stock of such Subsidiary at the
time owned by the Company and its Restricted Subsidiaries is disposed of at the
same time for a consideration at least equal to the fair value thereof.
(Section 908) No Restricted Subsidiary may (i) issue or sell any of its Common
Stock, except to the Company or to a Wholly-owned Restricted Subsidiary or for
directors' qualifying shares and except for issuances and sales of Common Stock
of such Restricted Subsidiary if the pro rata interest of the Company and its
Restricted Subsidiaries in the outstanding Common Stock of such Restricted
Subsidiary is not reduced, (ii) have outstanding more than one class or series
of Common Stock unless the Company and its other Restricted Subsidiaries shall
own a majority in interest of the outstanding Common Stock of such Restricted
Subsidiary, (iii) merge or consolidate, except that any Restricted Subsidiary
may merge or consolidate with or into the Company or any other Restricted
Subsidiary if the Company or a Wholly-owned Restricted Subsidiary is the
surviving corporation, or (iv) sell, lease or otherwise dispose of all or
substantially all of its properties and assets, except to the Company or a
Wholly-owned Restricted Subsidiary or in connection with a sale for a
consideration at least equal to the fair value thereof. (Section 909)
RESTRICTIONS ON MERGERS
The Company may not consolidate or merge with or into any other corporation
or sell, lease or transfer all or substantialy all of its properties and assets
to another corporation, unless (i) the successor corporation is a corporation
organized and existing under the laws of the United States of America or a
state thereof or the District of Columbia and assumes payment of the principal
of (and premium, if any) and interest, if any, on the Debt Securities and the
performance and observance of the applicable Indenture and (ii) such successor
corporation shall not, immediately after such merger or consolidation, or such
sale or conveyance, be in default in the performance of any covenant or
condition of the applicable Indenture. (Section 701)
WAIVER, MODIFICATION AND AMENDMENT
The Holders of a majority in principal amount of the Outstanding Debt
Securities of any particular series may waive certain past defaults. (Section
511) The Holders of a majority in aggregate principal amount of the Outstanding
Debt Securities (voting as a class and not by
9
<PAGE>
individual series) or, in case less than all of the several series of
Outstanding Securities are affected, the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of each series affected
(voting as a single class in the case of the Citibank Indenture), may waive the
Company's compliance with certain restrictive provisions. (Section 906--
Citibank Indenture and Section 911--First Chicago Indenture) In order to
determine the aggregate principal amount of any Outstanding Debt Securities not
payable in U.S. dollars, the principal amount of the Debt Securities shall be
deemed to be that amount of Dollars that could be obtained for such principal
amount on the basis of the spot rate of exchange for such Foreign Currency or
such currency unit as determined by the Company or by an authorized exchange
rate agent. (Section 101)
Modification and amendment of the applicable Indenture may be made by the
Company and the applicable Trustee with the consent (i) of the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities
(voting as a class and not by individual series), or (ii) in case less than all
of the several series of Debt Securities then Outstanding are affected by the
modification or amendment, of the Holders of a majority in principal amount of
the Outstanding Debt Securities of each series so affected (voting as a single
class in the case of the Citibank Indenture), provided that no such
modification or amendment may, without the consent of the Holder of each Debt
Security affected thereby, (a) change the Stated Maturity of the principal of,
or any installment of principal of or interest on, any Debt Security; (b)
reduce the principal amount of, or the rate of interest, if any, on, or any
premium payable upon the redemption of any Debt Security, or reduce the amount
of the principal of a Discounted Debt Security that would be due and payable
upon a declaration of acceleration of the Maturity thereof; (c) change the
place or currency of payment of principal or premium or interest on any Debt
Security; (d) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security; or (e) reduce the percentages
of Holders of Debt Securities (in the case of the First Chicago Indenture) or
of Holders of Debt Securities of any particular series (in the case of both
Indentures) specified in this or the preceding paragraph. Any modification or
amendment which changes or eliminates any covenant or other provision of the
applicable Indenture which has expressly been included solely for the benefit
of one or more particular series of Debt Securities, or which modifies the
rights of the Holders of Debt Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under the
applicable Indenture of the Holders of Debt Securities of any other series.
(Section 802)
EVENTS OF DEFAULT
The following events are defaults under the Indentures with respect to any
particular series of Debt Securities: (a) failure to pay the principal of (or
premium, if any, on) any Debt Security of that series, or to make any sinking
fund payment on any Debt Security of that series, when due; (b) failure to pay
any interest installment on any Debt Security of that series when due,
continued for 30 days; (c) failure to perform any other covenant of the Company
(other than a covenant included in the applicable Indenture solely for the
benefit of series of Debt Securities other than that series), continued for 60
days after written notice; (d) certain events of bankruptcy, insolvency, or
reorganization; and (e) any other defaults provided with respect to Debt
Securities of that series. (Section 501)
If a default with respect to Debt Securities of any series at the time
Outstanding shall occur and be continuing, then and in every such case (unless
the principal of all the Debt Securities of that series shall have already
become due and payable) the applicable Trustee or the Holders of at least 25%
in principal amount of the Outstanding Debt Securities of that series may
declare to be due and payable immediately by a notice in writing to the Company
(and to the applicable Trustee if given by Holders) the entire principal
amount, or, in the case of Original Issue Discount Securities, such portion of
the principal amount as may be provided for in such Debt Securities, of all the
Debt Securities of that series. At any time after such declaration of
acceleration has been made, but before a judgment or decree for payment of the
money due has been obtained by the applicable Trustee, the
10
<PAGE>
Holders of a majority in principal amount of the Outstanding Debt Securities of
that series, by written notice to the Company and the applicable Trustee, may,
in certain circumstances, rescind and annul such declaration. (Section 502)
No Holder of any Debt Securities of any particular series shall have any
right to institute any proceeding with respect to either of the Indentures or
for any remedy thereunder, unless such Holder previously shall have given to
the applicable Trustee written notice of a default with respect to that series
and unless also the Holders of at least 25% of the principal amount of
Outstanding Debt Securities of that series shall have made written request upon
the applicable Trustee, and have offered reasonable indemnity, to institute
such proceeding as trustee, and the applicable Trustee shall not have received
direction inconsistent with such request in writing by the Holders of a
majority in principal amount of Outstanding Debt Securities of that series and
shall have neglected or refused to institute such proceeding within 60 days.
However, the right of any Holder of any Debt Security to enforce the payment of
principal and interest due on such Debt Security on or after the dates
expressed in such Debt Security, may not be impaired or affected. (Sections 506
and 509)
DEFEASANCE AND COVENANT DEFEASANCE
The Indentures provide, if such provision is made applicable to the Debt
Securities of any series pursuant to Section 301 of the applicable Indenture,
that the Company may elect either (A) to defease and be discharged from any and
all obligations with respect to such Debt Securities (except as otherwise
provided in the applicable Indenture) ("defeasance") or (B) to be released from
its obligations with respect to such Securities described above under
"Limitations on Liens", "Restrictions on Mergers" and "Restrictions on
Dispositions of and by Subsidiaries" (with respect to the First Chicago
Indenture) ("covenant defeasance"), upon the irrevocable deposit with the
applicable Trustee, in trust for such purpose, of money, and/or U.S. Government
Obligations or Foreign Government Securities (each as defined) which through
the payment of principal and interest in accordance with their terms will
provide money, in an amount sufficient to pay the principal of (and premium, if
any) and interest on such Debt Securities, and any mandatory sinking fund or
analogous payments thereon, on the scheduled due dates therefor. The Prospectus
Supplement may further describe the provisions, if any, permitting such
defeasance or covenant defeasance with respect to the Debt Securities of a
particular series and the effect of such defeasance or covenant defeasance
under Federal tax law.
REGARDING THE TRUSTEE
The Company maintains deposit accounts with Citibank and engages in banking
transactions in the ordinary course of business with First Chicago and
Citibank.
PLAN OF DISTRIBUTION
General. The Company may sell Debt Securities directly or to or through one
or more underwriters, agents or dealers who will be named in the Prospectus
Supplement or an underwriting syndicate, represented by one or more managing
underwriters, that will be named in the Prospectus Supplement relating to an
issue of Offered Debt Securities.
The distribution of the Debt Securities may be effected from time to time in
one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities to underwriters, underwriters
may receive compensation in the form of discounts, concessions or commissions
from the Company or from purchasers of Debt Securities for whom they may act as
agents. Underwriters and dealers that participate in the distribution of Debt
Securities may be deemed to be underwriters, and any discounts or commissions
received by them and any profit on the resale of Debt Securities by them may be
deemed to be underwriting discounts and commissions, under the Securities Act
of 1933, as amended (the "Act"). Any such underwriter will be identified, and
any such compensation will be described, in the Prospectus Supplement.
11
<PAGE>
Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offer or
sale of the Debt Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent will be
set forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
As one of the means of direct issuance of the Debt Securities, the Company
may utilize the services of CapitaLink Bond Auctions, Inc. to conduct an
electronic "dutch auction" of the Debt Securities among potential purchasers
who are eligible to participate in the auction of such Debt Securities, if so
described in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters,
agents and dealers who participate in the distribution of Debt Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Act.
The Debt Securities are a new issue of securities with no established trading
market. In the event that Debt Securities of a series offered hereunder are not
listed on a national securities exchange, certain broker-dealers may make a
market in the Debt Securities, but will not be obligated to do so and may
discontinue any market making at any time without notice. No assurance can be
given that any broker-dealer will make a market in the Debt Securities of any
series or as to the liquidity of the trading market for the Debt Securities.
EXPERTS
The consolidated financial statements and schedules of the Company included
or incorporated by reference in its Annual Report on Form 10-K for the fiscal
year ended January 29, 1994, incorporated by reference in this Prospectus and
elsewhere in the Registration Statement have been audited by Arthur Andersen &
Co., independent public accountants, as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
VALIDITY OF THE OFFERED DEBT SECURITIES
The validity of the Offered Debt Securities will be passed upon for the
Company by Skadden, Arps, Slate, Meagher & Flom, New York, New York, and for
the underwriters or agents by counsel to be identified in the Prospectus
Supplement. A member of Skadden, Arps, Slate, Meagher & Flom beneficially owns
4,000 shares of the Company's common stock, $.50 par value per share, with the
associated rights attached thereto. Helene Kaplan, of counsel to Skadden, Arps,
Slate, Meagher & Flom, is a member of the Company's board of directors and owns
7,600 shares of the Company's common stock, with the associated rights attached
thereto.
12
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses in connection with the issuance and distribution
of the securities being registered, other than underwriting discounts and
commissions, will be paid by the Registrant and are:
<TABLE>
<S> <C>
Filing Fee for Registration Statement............................ $155,173
Rating Agency Fees............................................... 100,000
Legal Fees and Expenses.......................................... 100,000
Accounting Fees and Expenses..................................... 30,000
Blue Sky Fees and Expenses....................................... 15,000
Printing and Engraving Fees...................................... 100,000
Trustee's Fees................................................... 40,000
Miscellaneous.................................................... 65,000
--------
$605,173
========
</TABLE>
ITEM 15. 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.
In addition, the Registrant has a directors and officers liability
insurance policy. Paragraph VI of the Underwriting Agreement will provide
for indemnification of directors and officers under certain circumstances.
ITEM 16. EXHIBITS
The following Exhibits are filed as part of this Registration Statement:
<TABLE>
<C> <S>
1.1. Form of Distribution Agreement (incorporated herein by reference to
Exhibit 1 to Registrant's Current Report on Form 8-K, File No. 1-
79, dated February 8, 1991).
1.2. Form of Underwriting Agreement (incorporated herein by reference to
Exhibit 1 to Registrant's Current Report on Form 8-K, File No. 1-
79, dated August 11, 1994).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4.1. Conformed copy of Amended and Restated Indenture dated as of
January 15, 1991 between Registrant and The First National Bank of
Chicago, as Trustee (incorporated herein by reference to Exhibit
4(2) to the Registrant's Current Report on Form 8-K, File No. 1-
79, dated January 8, 1991).(1)
4.2. Conformed copy of Indenture dated as of January 15, 1991 between
Registrant and Citibank, N.A., as Trustee (incorporated herein by
reference to Exhibit 4.2 to Registration Statement No. 33-
38585).(1)
5. Opinion of Skadden, Arps, Slate, Meagher & Flom.
12. Calculation of Ratio of Earnings to Fixed Charges (incorporated
herein by reference to Exhibit 12 to Registrant's Quarterly Report
on Form 10-Q, File No. 1-79, for the Quarter ended April 30,
1994).
23.1. Consent of Arthur Andersen & Co.
23.2. Consent of Skadden, Arps, Slate, Meagher & Flom (included in their
opinion filed as Exhibit 5 to this Registration Statement).
24. Powers of Attorney.
25.1. Statement of Eligibility of Trustee (The First National Bank of
Chicago) (incorporated herein by reference to Exhibit 26.1 to
Registration Statement No. 33-46021).
25.2. Statement of Eligibility of Trustee (Citibank) (incorporated herein
by reference to Exhibit 26.2 to Registration Statement No. 33-
46021).
</TABLE>
- --------
(1) The form or forms of Debt Securities with respect to each particular
offering of securities registered hereunder will be filed as an exhibit to a
report on Form 8-K and incorporated herein by reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) 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
Act;
(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 Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain
unsold at the termination of the offering.
II-2
<PAGE>
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted 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 against the Registrant 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
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.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 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, STATE OF MISSOURI, ON THE 26TH DAY OF
AUGUST, 1994.
The May Department Stores Company
By /s/ Richard A. Brickson
---------------------------------
RICHARD A. BRICKSON
SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED 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 August 26, 1994
------------------------------------------- the Board and Chief
DAVID C. FARRELL* Executive Officer
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
Director, President and August 26, 1994
------------------------------------------- Chief Financial Officer
JEROME T. LOEB*
Director and Vice August 26, 1994
------------------------------------------- Chairman
RICHARD L. BATTRAM*
Director and Deputy August 26, 1994
------------------------------------------- Chairman
THOMAS A. HAYS*
Director August 26, 1994
-------------------------------------------
EDWARD H. MEYER*
Director August 26, 1994
-------------------------------------------
RUSSELL E. PALMER*
Director August 26, 1994
-------------------------------------------
MICHAEL R. QUINLAN*
Director August 26, 1994
-------------------------------------------
WILLIAM P. STIRITZ*
Director August 26, 1994
-------------------------------------------
ROBERT D. STOREY*
Director August 26, 1994
-------------------------------------------
MURRAY L. WEIDENBAUM*
</TABLE>
*By /s/ Richard A. Brickson
--------------------------------
RICHARD A. BRICKSON
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NO. NO.
------- -----
<C> <S> <C>
5. Opinion of Skadden, Arps, Slate, Meagher & Flom.................
23.1. Consent of Arthur Andersen & Co.................................
24. Powers of Attorney..............................................
</TABLE>
<PAGE>
August 26, 1994
The May Department Stores Company
611 Olive Street
St. Louis, Missouri 63101
Ladies and Gentlemen:
We have acted as special counsel to The May Department Stores Company, a
New York corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations promulgated under the
Securities Act of 1933, as amended (the "Act"), of $450,000,000 aggregate
principal amount (or the equivalent thereof, based on the applicable exchange
rate at the time of sale, in one or more foreign currencies, currency units or
composite currencies as shall be designated by the Company) of the Company's
debt securities (the "Securities"), which may be issued under one or more
indentures, including the Amended and Restated Indenture, dated as of January
15, 1991, between the Company and The First National Bank of Chicago, as trustee
(the "First Chicago Indenture"), and the Indenture, dated as of January 15,
1991, between the Company and Citibank, N.A., as trustee (the "Citibank
Indenture" and, together with the First Chicago Indenture, the "Indentures"). We
do not express any opinion herein as to the issuance of the Securities under any
indenture other than the Indentures. Pursuant to Rule 429 under the Act, the
prospectus included in the Registration Statement also relates to $350,000,000
aggregate principal amount of debt securities registered under Registration
Statement Nos. 33-38585 and 33-46021 (the "Prior Registration Statements").
<PAGE>
The May Department Stores Company
August 26, 1994
Page 2
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
We have examined the Registration Statement filed with the Commission on
August 26, 1994 under the Act; the Prior Registration Statements; an executed
copy of each of the Indentures; the form of underwriting agreement (the
"Underwriting Agreement") proposed to be entered into by the Company and the
representatives of the several underwriters to be named therein (the
"Underwriters"); the form of distribution agreement (the "Distribution
Agreement") proposed to be entered into by the Company and the agents to be
named therein (the "Agents"); the Restated Certificate of Incorporation of the
Company as in effect on the date hereof; the By-laws of the Company as in effect
on the date hereof; the order of the Commission dated January 18, 1991 declaring
the Registration Statement No. 33-38585 effective under the Act; the order of
the Commission dated March 16, 1992 declaring the Registration Statement No. 33-
46021 effective under the Act; and resolutions adopted by the Board of Directors
of the Company or the Executive Committee thereof authorizing each of the
Indentures, the form of Underwriting Agreement, the form of Distribution
Agreement, the issuance and sale of the Securities and the proper officers of
the Company to determine the final form and terms of the Securities. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. In making our examination of parties other
than the Company, we have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations
<PAGE>
The May Department Stores Company
August 26, 1994
Page 3
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect thereof. As to any facts material to the
opinions expressed herein that were not independently established or verified,
we have relied upon statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to the Bar in the State of New York, and
we express no opinion as to the laws of any other jurisdiction other than the
laws of the United States of America to the extent referred to specifically
herein. The Securities may be issued from time to time on a delayed or
continuous basis, and this opinion is limited to the laws, including the rules
and regulations, as in effect on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that:
1. Each of the Indentures has been duly authorized, executed and delivered
by the Company and is a valid and binding agreement, enforceable against the
Company in accordance with its terms, except to the extent that enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally and (b) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity), and except that enforcement thereof may also be limited by
(x) requirements that a claim with respect to any Securities denominated other
than in United States dollars (or a foreign currency or foreign currency unit
judgment in respect of such claim) be converted into United States dollars at a
rate of exchange prevailing on a date determined pursuant to applicable law or
(y) governmental authority to limit, delay or prohibit the making of payments in
foreign currency or currency units or payments outside the United States.
2. With respect to any series of Securities (the "Offered Securities"),
when (i) the Registration
<PAGE>
The May Department Stores Company
August 26, 1994
Page 4
Statement, as finally amended (including all necessary post-effective
amendments), has become effective, (ii) an appropriate Prospectus Supplement
with respect to the Offered Securities has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations thereunder,
(iii) the appropriate officers of the Company have taken all necessary corporate
action to determine and approve the issuance and terms of the Securities, (iv)
the Underwriting Agreement with respect to the Offered Securities has been duly
authorized, executed and delivered by the Company and the other parties
thereto, if the Offered Securities are to be sold pursuant to a firm commitment
underwritten offering, (v) the terms of the Offered Securities have been duly
established in conformity with the applicable Indenture and do not violate any
applicable law, the Restated Certificate of Incorporation or By-laws of the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company and comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company and (vi)
the Offered Securities have been duly executed and authenticated in accordance
with the terms of the applicable Indenture and delivered by the proper officers
of the Company to the Underwriters or the purchasers thereof against payment
therefor in accordance with the terms of the Underwriting Agreement or the
Distribution Agreement, as the case may be, the Offered Securities will be valid
and binding obligations of the Company entitled to the benefit of the applicable
Indenture and enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by (a) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity), and except that enforcement thereof may
also be limited by (x) requirements that a claim with respect to any Offered
Securities denominated other than in United States dollars (or a foreign
currency or foreign currency unit judgment in respect of such claim) be
converted into United States dollars at a rate of exchange prevailing on
<PAGE>
The May Department Stores Company
August 26, 1994
Page 5
a date determined pursuant to applicable law or (y) governmental authority to
limit, delay or prohibit the making of payments in foreign currency or currency
units or payments outside the United States.
We hereby consent to the use of our name in the Registration Statement
under the caption "Validity of the Offered Debt Securities" and to the filing of
this opinion as an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom
<PAGE>
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 21, 1994,
incorporated by reference in The May Department Stores Company's Form 10-K for
the year ended January 29, 1994, and to all references to our firm included in
this registration statement.
/s/ Arthur Andersen & Co.
St. Louis, Missouri,
August 25, 1994
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ David C. Farrell
David C. Farrell
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ Jerome T. Loeb
Jerome T. Loeb
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ Thomas A. Hays
Thomas A. Hays
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ Richard L. Battram
Richard L. Battram
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ Edward H. Meyer
Edward H. Meyer
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ Russell E. Palmer
Russell E. Palmer
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ Michael R. Quinlan
Michael R. Quinlan
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ William P. Stiritz
William P. Stiritz
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ Robert D. Storey
Robert D. Storey
<PAGE>
POWER OF ATTORNEY
The undersigned appoints Jerome T. Loeb, Louis J. Garr, Jr. and Richard A.
Brickson, 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 a registration
statement on Form S-3 and to sign any and all amendments thereto or post-
effective amendments thereto with respect to debt securities of The May
Department Stores Company, 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 be done in and about the premises, 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 hereof.
Date: August 24, 1994 /s/ Murray L. Weidenbaum
Murray L. Weidenbaum
