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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 18, 1995
THE MAY DEPARTMENT STORES COMPANY
(Exact name of Registrant as specified in its charter)
New York I-79 43-0398035
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
611 Olive Street, St. Louis, Missouri 63101
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(314) 342-6300
Page 1
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Item 5. Other Events.
On August 18, 1995, Registrant completed the sale of
$125,000,000 principal amount of its 7.15% Notes due 2004 (the
"Notes"), $125,000,000 principal amount of its 7.625% Debentures
due 2013 (the "7.625 Debentures") and $150,000,000 principal
amount of its 8.125% Debentures due 2035 (the "8.125% Debentures"
and together with the Notes and the 7.625% Debentures,
hereinafter collectively called the "Securities"). The
Registrant intends to use the net proceeds from the sale of the
Securities for the acquisition of certain assets of John
Wanamaker and Woodward & Lothrop and for capital expenditures,
working capital needs and other general corporate purposes.
The Securities were issued under the terms of an Indenture,
dated as of January 15, 1991, between the Registrant and The
First National Bank of Chicago, as Trustee.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following documents are filed as Exhibits.
Sequential
Numbering
System
Exhibit No. Exhibit Page Number
1 Underwriting Agreement, dated 5
August 15, 1995, among the Registrant,
Morgan Stanley & Co. Incorporated and
Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated
2 Specimen of 7.15% Note due 2004 19
3 Specimen of 7.625% Debentures due 24
August 15, 2013
4 Specimen of 8.125% Debenture due 29
August 15, 2035
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
THE MAY DEPARTMENT STORES COMPANY
Dated: August 21, 1995 By: /s/ Richard A. Brickson
Richard A. Brickson
Secretary and Senior Counsel
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INDEX TO EXHIBITS
Sequential
Numbering
System
Exhibit No. Exhibit Page Number
1 Underwriting Agreement, dated 5
August 15, 1995, among the Registrant,
Morgan Stanley & Co. Incorporated and
Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated
2 Specimen of 7.15% Note due 2004 19
3 Specimen of 7.625% Debentures due 24
August 15, 2013
4 Specimen of 8.125% Debenture due 29
August 15, 2035
Page 4
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[CONFORMED COPY]
August 15, 1995
Morgan Stanley & Co. Incorporated
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
c/o Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, N.Y. 10020
Dear Sirs:
The May Department Stores Company, a New York corporation
(hereinafter called the "Company"), proposes to issue (i)
$125,000,000 principal amount of 7.15% Notes Due 2004 (the
"Notes"0, (ii) $125,000,000 principal amount of 7.625% Debentures
Due 2013 (the "7.625% Debentures"), and (iii) $150,000,000
principal amount of 8.125% Debentures Due 2035 (the "8.125%
Debentures," and together with the Notes and the 7.625% Debentures,
hereinafter collectively called the "Securities") to be issued
pursuant to the provisions of an Amended and Restated Indenture,
dated as of January 15, 1991, between the Company and The First
National Bank of Chicago, Trustee. The Company has filed with the
Securities and Exchange Commission (the "Commission") a
registration statement (file no. 33-55255) relating to the
Securities which has been declared effective by the Commission; and
the Company has filed or will file with the Commission a prospectus
supplement specifically relating to the Securities pursuant to Rule
424 under the Securities Act of 1933, as amended (the "Act"). The
term Registration Statement means
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registration statement no. 33-55255 as amended to the date of this
Agreement. The term Basic Prospectus means the prospectus included
in the Registration Statement. The term Prospectus means the Basic
Prospectus together with the prospectus supplement specifically
relating to the Securities, as filed with, or mailed for filing to,
the Commission pursuant to Rule 424. The term preliminary
prospectus means a preliminary prospectus supplement specifically
relating to the Securities together with the Basic Prospectus. As
used herein, the terms "Registration Statement", "Basic
Prospectus", "Prospectus" and "preliminary prospectus" shall
include in each case the material, if any, incorporated by
reference therein.
I.
The Company hereby agrees to sell to the several
Underwriters named below, and the Underwriters, upon the basis of
the representations and warranties herein contained, but subject to
the conditions hereinafter stated, agree to purchase from the
Company, severally and not jointly, the principal amounts of
Securities set forth below opposite their names, (i) in the case of
the Notes, at 99.087% of their principal amount plus accrued
interest from August 15, 1995, (ii) in the case of the 7.625%
Debentures, at 98.162% of their principal amount plus accrued
interest from August 15, 1995 and (iii) in the case of the 8.125%
Debentures, at 99.064% of their principal amount plus accrued
interest from August 15, 1995, in each case to the date of payment
and delivery.
Name Principal Amounts
7.625% 8.125%
Notes Debentures Debentures
Morgan Stanley & Co.
Incorporated $ 62,500,000 $ 62,500,000 $ 75,000,000
Merrill Lynch, Pierce,
Fenner & Smith
Incorporated 62,500,000 62,500,000 75,000,000
____________ ____________ ____________
Total.................... $125,000,000 $125,000,000 $150,000,000
============ ============ ============
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II.
The Company is advised by you that the Underwriters
propose to make a public offering of their respective portions of
the Securities as soon after this Agreement is entered into as in
your judgment is advisable. The terms of the public offering of
the Securities are set forth in the Prospectus.
III.
Payment for the Securities shall be made by wire transfer
of same day funds to an account specified by the Company not less
than two full business days prior to the date of payment at 10:00
A.M., New York City time, on August 15, 1995, or at such other time
on the same or such other date, not later than August 25, 1995, as
shall be designated by you, upon delivery to you for the respective
accounts of the several Underwriters of the Securities registered
in such names and in such denominations as you shall request in
writing not less than two full business days prior to the date of
delivery. The time and date of such payment and delivery are
herein referred to as the Closing Date.
IV.
The several obligations of the Underwriters hereunder are
subject to the following conditions:
(a) (i) No stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings
for such purpose shall be pending before or threatened by the
Commission, and there shall have been no material adverse
change in the condition of the Company and its subsidiaries,
taken as a whole, from that set forth in the Registration
Statement and the Prospectus, and you shall have received, on
the Closing Date, a certificate, dated the Closing Date and
signed by an executive officer of the Company, to the
foregoing effect. The officer making such
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certificate may rely upon the best of his knowledge as to
proceedings pending or threatened; and
(ii) subsequent to the execution and delivery of this
Agreement and prior to the Closing Date, there shall not have
occurred any downgrading in the rating accorded any of the
Company's securities by Moody's Investors Service, Inc. or
Standard & Poor's Corporation.
(b) You shall have received on the Closing Date an
opinion of Skadden, Arps, Slate, Meagher & Flom, counsel for
the Company, dated the Closing Date, to the effect that (i)
the Company has been duly organized and is subsisting and in
good standing as a corporation under the laws of the State of
New York, (ii) the Indenture 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 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), (iii) the Indenture has been qualified under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), (iv) the sale and issuance of the Securities have been
duly authorized by requisite corporate action on the part of
the Company, and the Securities, when executed and
authenticated in accordance with the terms of the Indenture
and delivered to and paid for by the Underwriters in
accordance with the terms of this Agreement, will be valid and
binding obligations of the Company, entitled to the benefit of
the Indenture and enforceable in accordance with their terms,
except to the extent that enforcement thereof may be limited
by (a) bankruptcy, insolvency, reorganization, moratorium and
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), (v) this Agreement has been
duly authorized, executed and delivered by the Company, and
(vi) the Registration Statement, as of its effective date, and
the Basic Prospectus, as supplemented by the prospectus
supplement, as of the date of the prospectus supplement,
appeared on their face to be appropriately responsive, in all
material respects relevant to the offering of the Securities,
to the requirements of the Act, and the applicable rules and
regulations of the Commission thereunder.
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In addition, such counsel shall state that no facts have
come to the attention of such counsel in the course of their
review that have led them to believe that, insofar as relevant
to the offering of the Securities, the Registration Statement,
at the time it became effective, contained an untrue statement
of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the
statements therein not misleading or that the Basic
Prospectus, as supplemented by the prospectus supplement, on
the date of the prospectus supplement, contained an untrue
statement of a material fact or omitted to state any material
fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not
misleading. Such opinion may state that such counsel do not
assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration
Statement, any post-effective amendment thereto, the Basic
Prospectus or the prospectus supplement except for those made
under the captions "Description of Debt Securities" in the
Basic Prospectus and "Description of Securities" and
"Underwriters" in the prospectus supplement insofar as they
relate to provisions of documents therein described and that
they do not express any opinion or belief as to the financial
statements, schedules or other financial data included or
incorporated by reference in or excluded from the Registration
Statement, any post-effective amendment thereto, the Basic
Prospectus or the prospectus supplement, or as to the
statement of the eligibility and qualification of the Trustee
under the Indenture under which the Securities are being
issued.
(c) You shall have received on the Closing Date an
opinion of Louis J. Garr, Jr., Esq., General Counsel for the
Company, dated the Closing Date, to the effect that (i) the
Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the conduct of its
business or the ownership or leasing of property requires such
qualification, (ii) Payless ShoeSource, Inc. has been duly
incorporated, is validly existing as a corporation in good
standing under the laws of the jurisdiction of its
incorporation and is duly qualified to transact business and
is in good standing in each jurisdiction in which the conduct
of its business or the ownership or leasing of property
requires such qualification, (iii) the performance of this
Agreement will not contravene any provision of the restated
certificate of incorporation or by-laws of the Company or, to
the actual knowledge of such counsel, any agreement or other
instrument binding upon the Company and no consent, approval
or authorization of any governmental body is required for the
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performance of this Agreement, except such as are specified
and have been obtained, and such consents, approvals or
authorizations as may be required under state securities or
Blue Sky laws in connection with the purchase and distribution
of the Securities by the Underwriters, and (iv) the documents
filed under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") incorporated by reference in the
Prospectus, when they were filed with the Commission, complied
as to form in all material respects with the requirements of
the Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder; and he has no reason
to believe that any of such documents when so filed contained
an untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements
therein, in the light of the circumstances under which they
were made when such documents were so filed, not misleading.
Such opinion may state that such counsel does not express any
opinion or belief as to the financial statements or other
financial data contained therein.
(d) You shall have received on the Closing Date from
Davis Polk & Wardwell, counsel for the Underwriters, such
opinion or opinions, dated the Closing Date, with respect to
the validity of the Indenture, the Securities, this Agreement,
the Registration Statement, the Prospectus, and other related
matters as you may reasonably request, and such counsel shall
have received such papers and information as they may
reasonably request to enable them to pass upon such matters.
(e) You shall have received on the Closing Date, a letter
dated the Closing Date, in form and substance satisfactory to
you, from Arthur Andersen LLP, independent public accountants,
containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters
with respect to the financial statements and certain financial
information contained in or incorporated by reference in the
Prospectus.
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V.
In further consideration of the agreements of the
Underwriters herein contained, the Company covenants as follows:
(a) To furnish to you without charge three conformed
copies of the Registration Statement (including exhibits and
documents incorporated by reference) and to each other
Underwriter a copy of the Registration Statement (without
exhibits but including documents incorporated by reference)
and, during the period mentioned in paragraph (c) below, to
furnish to each Underwriter as many copies of the Prospectus
and any supplements and amendments thereto and any documents
incorporated by reference as you may reasonably request. The
terms "supplement" and "amendment" or "amend" as used in this
Agreement include or refer to all documents filed by the
Company with the Commission subsequent to the date of the
Basic Prospectus pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act which are deemed to be incorporated
by reference in the Prospectus from the date of filing such
documents in accordance with Form S-3.
(b) Before amending or supplementing the Registration
Statement or the Prospectus, to furnish you a copy of each
such proposed amendment or supplement.
(c) If, during such period after the first date of the
public offering of the Securities as in the opinion of your
counsel the Prospectus is required by law to be delivered in
connection with sales by an Underwriter or dealer, any event
shall occur as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus
is delivered to a purchaser, not misleading, or if it is
necessary to amend or supplement the Prospectus to comply with
law, forthwith to prepare and furnish, at its own expense, to
the Underwriters and to the dealers (whose names and addresses
you will furnish to the Company) to which Securities may have
been sold by you on behalf of the Underwriters and to any
other dealers upon request, either amendments or supplements
to the Prospectus so that the statements in the Prospectus as
so amended or supplemented will not, in the light of the
circumstances when the Prospectus is delivered to a purchaser,
be misleading or so that the Prospectus will comply with law.
(d) To endeavor to qualify the Securities for offer and
sale under the securities or Blue Sky laws of such
jurisdictions as you shall reasonably request and to pay all
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expenses (including fees not exceeding $10,000 and
disbursements of counsel) in connection with such
qualification and in connection with the determination of the
eligibility of the Securities for investment under the laws of
such jurisdictions as you may designate.
(e) To make generally available to the Company's security
holders as soon as practicable an earnings statement covering
the twelve month period beginning after the date of this
Agreement, which shall satisfy the provisions of Section 11(a)
of the Act.
(f) During the period beginning on the date of this
Agreement and continuing to and including the Closing Date,
not to offer, sell, contract to sell or otherwise dispose of
any debt securities of the Company substantially similar to
the Securities, without your prior written consent.
VI.
The Company represents and warrants to each Underwriter
that (i) each document, if any, filed or to be filed pursuant to
the Exchange Act and incorporated by reference in the Prospectus
complied or will comply when so filed in all material respects with
such Act and the rules and regulations thereunder, (ii) each part
of the Registration Statement, when such part became effective, did
not contain any untrue statement of material fact or omit to state
a material fact required to be stated therein or necessary to make
the statements therein not misleading, (iii) each preliminary
prospectus, if any, filed pursuant to Rule 424 under the Act
complied when so filed in all material respects with such Act and
the applicable rules and regulations thereunder, (iv) the
Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects
with the Act and the applicable rules and regulations thereunder
and (v) the Registration Statement and the Prospectus do not
contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not
misleading; except that these representations and warranties do not
apply to statements or omissions in the Registration Statement, any
preliminary prospectus or the Prospectus based upon information
furnished to the Company in writing by or on behalf of any
Underwriter expressly for use therein.
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The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter
within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act, from and against any and all losses, claims,
damages and liabilities caused by any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement or the Prospectus (if used within the period set forth in
paragraph (c) of Article V hereof and as amended or supplemented if
the Company shall have furnished any amendments or supplements
thereto) or any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or
alleged untrue statement or omission based upon information
furnished in writing to the Company by any Underwriter expressly
for use therein; provided that the foregoing indemnification with
respect to any preliminary prospectus shall not inure to the
benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) to the extent that any such loss,
claim, damage or liability of such Underwriter results from the
fact that such Underwriter sold Securities to a person to whom
there was not sent or given, if required by the Act, at or prior to
the written confirmation of the sale of such Securities to such
person, a copy of the Prospectus (excluding documents incorporated
by reference) correcting the untrue statement or omission of a
material fact if the Company has previously furnished copies
thereof to such Underwriter.
Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its
officers who sign the Registration Statement and any person
controlling the Company to the same extent as the foregoing
indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished in
writing by or on behalf of such Underwriter through you expressly
for use in the Registration Statement, the Prospectus or any
preliminary prospectus.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect
of which indemnity may be sought pursuant to either of the two
preceding paragraphs, such person (the "indemnified party") shall
promptly notify the person against whom such indemnity may be
sought (the "indemnifying party") in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and
disbursements of such counsel related to such proceeding. In any
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such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include
both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests
between them. It is understood that the indemnifying party shall
not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and
expenses of more than one separate firm (in addition to any local
counsel necessary for appearing in any proceeding) for all such
indemnified parties and that all such fees and expenses shall be
reimbursed as they are incurred. Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to the
second preceding paragraph and by the Company in the case of
parties indemnified pursuant to the immediately preceding
paragraph. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason
of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an indemnified party shall have requested
an indemnifying party to reimburse the indemnified party for fees
and expenses of counsel as contemplated by the third sentence of
this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30
business days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in respect
of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the
subject matter of such proceeding.
If the indemnification provided for in this Article VI is
unavailable to an indemnified party under the second or third
paragraphs hereof or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (i) in
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such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and of the Underwriters on the
other in connection with the statements or omissions which resulted
in such other relevant equitable considerations. The relative
benefits received by the Company on the one hand and the
Underwriters on the other in connection with the offering of the
Securities shall be deemed to be in the same proportion as the
total net proceeds from the offering (before deducting expenses)
received by the Company bear to the total underwriting discounts
and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus. The
relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or by
the Underwriters and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission.
The Company and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Article VI
were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable
considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
Notwithstanding the provisions of this Article VI, no Underwriter
shall be required to contribute any amount in excess of the amount
by which the total price at which the Securities underwritten by it
and distributed to the public were offered to the public exceeds
the amount of any damages which such Underwriter has otherwise been
required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Article VI
are several in proportion to their respective underwriting
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percentages (as defined in the Agreement Among Underwriters) and
not joint.
The indemnity and contribution agreements contained in
this Article VI and the representations and warranties of the
Company in this Agreement shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Underwriter or
any person controlling any Underwriter or by or on behalf of the
Company, its directors or officers or any person controlling the
Company and (iii) acceptance of and payment for any of the
Securities.
VII.
This Agreement shall be subject to termination in your
absolute discretion, by notice given to the Company, if prior to
the Closing Date (i) trading in securities generally on the New
York Stock Exchange or the American Stock Exchange shall have
been suspended or materially limited, (ii) a general moratorium
on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities or (iii)
there shall have occurred any material outbreak or escalation of
hostilities or any material adverse change in financial markets
or any calamity or crisis the effect of which is such as to make
it, in your judgment, impracticable to market the Securities.
VIII.
If any one or more of the Underwriters shall fail or
refuse to purchase Securities which it or they have agreed to
purchase hereunder, and the aggregate principal amount of
Securities which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than
one-tenth of the aggregate principal amount of the Securities,
the other Underwriters shall be obligated severally in the
proportions which the amounts of Securities set forth opposite
the names of all such non-defaulting Underwriters, or in such
other proportions as you may specify, to purchase the Securities
which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase; provided that in no event shall
the principal amount of Securities which any Underwriter has
agreed to purchase pursuant
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to Article I hereof be increased pursuant to this Article VIII by
an amount in excess of one-ninth of such principal amount of
Securities without the written consent of such Underwriter. If
any Underwriter or Underwriters shall fail or refuse to purchase
Securities which it or they have agreed to purchase hereunder,
and the aggregate principal amount of Securities with respect to
which such default occurs is more than one-tenth of the aggregate
principal amount of the Securities and arrangements satisfactory
to you and the Company for the purchase of such Securities are
not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting
Underwriter or of the Company. In any such case either you or
the Company shall have the right to postpone the Closing Date,
but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement and in
the Prospectus or in any other documents or arrangements may be
effected. Any action taken under this paragraph shall not
relieve any defaulting Underwriter from liability in respect of
any default of such Underwriter under this Agreement.
If this Agreement shall be terminated by the
Underwriters, or any of them, because of any failure or refusal
on the part of the Company to comply with the terms or to fulfill
any of the conditions of this Agreement, or if for any reason the
Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to
themselves, severally, for all out-of-pocket expenses (including
the fees and disbursements of their counsel) reasonably incurred
by such Underwriters in connection with the Securities.
This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
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This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
Very truly yours,
THE MAY DEPARTMENT STORES COMPANY
By Jan R. Kniffen
Accepted, August 15, 1995
MORGAN STANLEY & CO. INCORPORATED
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Acting severally on behalf of themselves
By MORGAN STANLEY & CO. INCORPORATED
By Kimball P. Mayer
<PAGE>
REGISTERED MAY REGISTERED
NUMBER RB $
THE MAY DEPARTMENT STORES COMPANY
7.15% NOTE DUE 2004
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 577778 AY 9
THE MAY DEPARTMENT STORES COMPANY, a corporation duly organized and
existing under the laws of the State of New York (herein called the
"Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises
to pay to
7.15%
DUE
2004
, or registered assigns, the principal sum of DOLLARS
on August 15, 2004, and to pay interest thereon from August 15,
1995 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on
February 15 and August 15 of each year, commencing February 15,
1996, at the rate of 7.15% per annum, until the principal hereof
is fully paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Note (or one or more Predecessor Notes)
is registered at the close of business on the Regular Record Date
for such interest, which shall be the first day of February or
August (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of Notes of this series not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on
which the Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in
such Indenture.
Payment of the principal of and interest on this Note will be made
at the office or agency of the Company maintained for that purpose
in The City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal
<PAGE>
tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as
such address shall appear in the Note Register.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual
signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
duly executed under its corporate seal.
THE MAY DEPARTMENT STORES COMPANY
DATED:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Notes of the series designated therein issued
under the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By
Authorized Officer
THE MAY DEPARTMENT STORES COMPANY
Attest: By
Secretary
Chairman of the Board
Chief Executive Officer
<PAGE>
THE MAY DEPARTMENT STORES COMPANY
7.15% NOTE DUE 2004
This Note is one of a duly authorized series of debt
securities of the Company (herein called the "Notes"), issued under
an Amended and Restated Indenture, dated as of January 15, 1991
(herein called the "Indenture"), between the Company and The First
National Bank of Chicago, as Trustee (herein called the "Trustee",
which term includes any successor trustee under the Indenture),
which provides for the issuance by the Company from time to time of
debt securities of the Company (herein called the "Debt
Securities") in one or more series, to which Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Notes and of the terms upon which the Notes are, and
are to be, authenticated and delivered. This Note is one of the
series designated on the face hereof, limited in aggregate
principal amount to $125,000,000.
This Note is not redeemable prior to maturity and there is no
sinking fund provided for these Notes.
If an Event of Default with respect to the Notes shall occur
and be continuing, the principal amount of the Notes may be
declared due and payable in the manner and with the effect provided
in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Notes under the Indenture and the waiver of compliance by the
Company with certain provisions of the Indenture at any time with
the consent of the Holders of a majority in aggregate principal
amount of the Debt Securities at the time Outstanding (or, in case
less than all of the several series of Debt Securities then
Outstanding are affected, of the Holders of a majority in principal
amount of the Debt Securities at the time Outstanding of each
affected series). The Indenture also permits the Holders of a
majority in principal amount of the Notes at the time Outstanding,
on behalf of the Holders of all the Notes, to waive certain past
defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Note.
The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of the Notes and (2) certain
restrictive covenants and certain Events of Default applicable to
the Notes, upon compliance by the Company with certain
<PAGE>
conditions set forth in the Indenture and in an Officers'
Certificate issued pursuant to the Indenture.
As provided in and subject to the provisions of the Indenture,
any Holder of these Notes shall not have the right to institute any
proceeding, judicial or otherwise, with respect to the Indenture or
for the appointment of a receiver or trustee or for any other
remedy hereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with
respect to the Notes, the Holders of not less than 25% in principal
amount of the Notes at the time outstanding shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default as trustee and offered the Trustee reasonable
indemnity and the Trustee shall not have received from the Holders
of a majority in principal amount of the Notes at the time
outstanding a direction inconsistent with such request and shall
have failed to institute any such proceedings, for 60 days after
receipt of such notice, request and offer of indemnity.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is
registrable in the Note Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company
maintained for that purpose in The City of New York, New York, or
at any other office or agency designated for that purpose by the
Company pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form
satisfactory to the Company and the Note Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations
and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 and any multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth,
the Notes are exchangeable for a like aggregate principal amount of
Notes of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
<PAGE>
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Note is
registered as the owner hereof for all purposes, whether or not
this Note be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the
face of this Note, shall be construed as though they were written
out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ______(Cust) Custodian ______(Minor)
under Uniform Gifts to Minors Act ___________________ (State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED ________ hereby sell(s), assign(s) and
transfer(s) unto ___________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing _____________________ attorney to
transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
In the presence of:
Notice: The signature to this assignment must correspond with the
name as written upon the face of this Note in every particular,
without alteration or enlargement or any change whatever.
<PAGE>
REGISTERED MAY REGISTERED
NUMBER RB $
THE MAY DEPARTMENT STORES COMPANY
7.625% DEBENTURE DUE 2013
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 577778 BB 8
THE MAY DEPARTMENT STORES COMPANY, a corporation duly organized and
existing under the laws of the State of New York (herein called the
"Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises
to pay to
7.625%
DUE
2013
, or registered assigns, the principal sum of DOLLARS
on August 15, 2013, and to pay interest thereon from August 15,
1995 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on
February 14 and August 15 of each year, commencing February 15,
1996, at the rate of 7.625% per annum, until the principal hereof
is fully paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor
Debentures) is registered at the close of business on the Regular
Record Date for such interest, which shall be the first day of
February or August (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of Debentures of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Debentures of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in such Indenture.
Payment of the principal of and interest on this Debenture will be
made at the office or agency of the Company maintained for that
purpose in The City of New York, New York, in such coin or currency
of the United States of America as at the time of payment is legal
<PAGE>
tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as
such address shall appear in the Debenture Register.
Reference is hereby made to the further provisions of this
Debenture set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual
signature, this Debenture shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
duly executed under its corporate seal.
THE MAY DEPARTMENT STORES COMPANY
DATED:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series designated therein
issued under the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By
Authorized Officer
THE MAY DEPARTMENT STORES COMPANY
Attest: By
Secretary
Chairman of the Board
Chief Executive Officer
<PAGE>
THE MAY DEPARTMENT STORES COMPANY
7.625% DEBENTURE DUE 2013
This Debenture is one of a duly authorized series of debt
securities of the Company (herein called the "Debentures"), issued
under an Amended and Restated Indenture, dated as of January 15,
1991 (herein called the "Indenture"), between the Company and The
First National Bank of Chicago, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), which provides for the issuance by the Company from
time to time of debt securities of the Company (herein called the
"Debt Securities") in one or more series, to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Debentures and of the terms upon which the
Debentures are, and are to be, authenticated and delivered. This
Debenture is one of the series designated on the face hereof,
limited in aggregate principal amount to $125,000,000.
This Debenture is not redeemable prior to maturity and there
is no sinking fund provided for these Debentures.
If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal amount of the Debentures may
be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Debentures under the Indenture and the waiver of compliance by the
Company with certain provisions of the Indenture at any time with
the consent of the Holders of a majority in aggregate principal
amount of the Debt Securities at the time Outstanding (or, in case
less than all of the several series of Debt Securities then
Outstanding are affected, of the Holders of a majority in principal
amount of the Debt Securities at the time Outstanding of each
affected series). The Indenture also permits the Holders of a
majority in principal amount of the Debentures at the time
Outstanding, on behalf of the Holders of all the Debentures, to
waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Debenture shall be conclusive and binding upon such Holder and upon
all future Holders of this Debenture and of any Debenture issued
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Debenture.
The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of the Debentures and (2) certain
restrictive covenants and certain Events of Default applicable to
the Debentures, upon compliance by the Company with certain
<PAGE>
conditions set forth in the Indenture and in an Officers'
Certificate issued pursuant to the Indenture.
As provided in and subject to the provisions of the Indenture,
any Holder of these Debentures shall not have the right to
institute any proceeding, judicial or otherwise, with respect to
the Indenture or for the appointment of a receiver or trustee or
for any other remedy hereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event
of Default with respect to the Debentures, the Holders of not less
than 25% in principal amount of the Debentures at the time
outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as
trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in
principal amount of the Debentures at the time outstanding a
direction inconsistent with such request and shall have failed to
institute any such proceedings, for 60 days after receipt of such
notice, request and offer of indemnity.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Debenture at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debenture is
registrable in the Debenture Register, upon surrender of this
Debenture for registration of transfer at the office or agency of
the Company maintained for that purpose in The City of New York,
New York, or at any other office or agency designated for that
purpose by the Company pursuant to the Indenture, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debenture Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any multiple thereof. As
provided in the Indenture and subject to certain limitations
therein set forth, the Debentures are exchangeable for a like
aggregate principal amount of Debentures of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
<PAGE>
Prior to due presentment of this Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Debenture is
registered as the owner hereof for all purposes, whether or not
this Debenture be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the
face of this Debenture, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ______(Cust) Custodian ______(Minor)
under Uniform Gifts to Minors Act ___________________ (State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED ________ hereby sell(s), assign(s) and
transfer(s) unto ___________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing _____________________ attorney to
transfer said Debenture on the books of the Company, with full
power of substitution in the premises.
Dated:
In the presence of:
Notice: The signature to this assignment must correspond with the
name as written upon the face of this Debenture in every
particular, without alteration or enlargement or any change
whatever.
<PAGE>
REGISTERED MAY REGISTERED
NUMBER RB $
THE MAY DEPARTMENT STORES COMPANY
8.125% DEBENTURE DUE 2035
SEE REVERSE FOR CERTAIN DEFINITIONS
CUSIP 577778 BC 6
THE MAY DEPARTMENT STORES COMPANY, a corporation duly organized and
existing under the laws of the State of New York (herein called the
"Company", which term includes any successor corporation under the
Indenture herein referred to), for value received, hereby promises
to pay to
8.125%
DUE
2035
, or registered assigns, the principal sum of DOLLARS
on August 15, 2035, and to pay interest thereon from August 15,
1995 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on
February 15 and August 15 of each year, commencing February 15,
1996, at the rate of 8.125% per annum, until the principal hereof
is fully paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor
Debentures) is registered at the close of business on the Regular
Record Date for such interest, which shall be the first day of
February or August (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to
be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Debenture (or one or more
Predecessor Debentures) is registered at the close of business on
a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders
of Debentures of this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Debentures of this series may be listed, and
upon such notice as may be required by such exchange, all as more
fully provided in such Indenture.
Payment of the principal of and interest on this Debenture will be
made at the office or agency of the Company maintained for that
purpose in The City of New York, New York, in such coin or currency
of the United States of America as at the time of payment is legal
<PAGE>
tender for payment of public and private debts; provided, however,
that at the option of the Company payment of interest may be made
by check mailed to the address of the Person entitled thereto as
such address shall appear in the Debenture Register.
Reference is hereby made to the further provisions of this
Debenture set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof by manual
signature, this Debenture shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
duly executed under its corporate seal.
THE MAY DEPARTMENT STORES COMPANY
DATED:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debentures of the series designated therein
issued under the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF CHICAGO, as Trustee
By
Authorized Officer
THE MAY DEPARTMENT STORES COMPANY
Attest: By
Secretary
Chairman of the Board
Chief Executive Officer
<PAGE>
THE MAY DEPARTMENT STORES COMPANY
8.125% DEBENTURE DUE 2035
This Debenture is one of a duly authorized series of debt
securities of the Company (herein called the "Debentures"), issued
under an Amended and Restated Indenture, dated as of January 15,
1991 (herein called the "Indenture"), between the Company and The
First National Bank of Chicago, as Trustee (herein called the
"Trustee", which term includes any successor trustee under the
Indenture), which provides for the issuance by the Company from
time to time of debt securities of the Company (herein called the
"Debt Securities") in one or more series, to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the
Holders of the Debentures and of the terms upon which the
Debentures are, and are to be, authenticated and delivered. This
Debenture is one of the series designated on the face hereof,
limited in aggregate principal amount to $150,000,000.
This Debenture is subject to redemption upon at least 30 and
not more than 60 days' notice by mail at any time on or after
August 15, 2015 and prior to maturity, in whole or in part, at the
election of the Company, at a Redemption Price equal to 100% of the
principal amount together with accrued interest to the Redemption
Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of the
Debentures, or one of more Predecessor Debentures, of record at the
close of business on the relevant Record Dates referred to on the
face hereof, all as provided in the Indenture.
If an Event of Default with respect to the Debentures shall
occur and be continuing, the principal amount of the Debentures may
be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Debentures under the Indenture and the waiver of compliance by the
Company with certain provisions of the Indenture at any time with
the consent of the Holders of a majority in aggregate principal
amount of the Debt Securities at the time Outstanding (or, in case
less than all of the several series of Debt Securities then
Outstanding are affected, of the Holders of a majority in principal
amount of the Debt Securities at the time Outstanding of each
affected series). The Indenture also permits the Holders of a
majority in principal amount of the Debentures at the time
Outstanding, on behalf of the Holders of all the Debentures, to
waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Debenture shall be conclusive and binding upon such Holder and upon
all future Holders of this Debenture and of any Debenture issued
<PAGE>
upon the registration of transfer hereof or in exchange herefor or
in lieu hereof, whether or not notation of such consent or waiver
is made upon this Debenture.
The Indenture contains provisions for defeasance at any time
of (1) the entire indebtedness of the Debentures and (2) certain
restrictive covenants and certain Events of Default applicable to
the Debentures, upon compliance by the Company with certain
conditions set forth in the Indenture and in an Officers'
Certificate issued pursuant to the Indenture.
As provided in and subject to the provisions of the Indenture,
any Holder of these Debentures shall not have the right to
institute any proceeding, judicial or otherwise, with respect to
the Indenture or for the appointment of a receiver or trustee or
for any other remedy hereunder, unless such Holder shall have
previously given the Trustee written notice of a continuing Event
of Default with respect to the Debentures, the Holders of not less
than 25% in principal amount of the Debentures at the time
outstanding shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default as
trustee and offered the Trustee reasonable indemnity and the
Trustee shall not have received from the Holders of a majority in
principal amount of the Debentures at the time outstanding a
direction inconsistent with such request and shall have failed to
institute any such proceedings, for 60 days after receipt of such
notice, request and offer of indemnity.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Debenture at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Debenture is
registrable in the Debenture Register, upon surrender of this
Debenture for registration of transfer at the office or agency of
the Company maintained for that purpose in The City of New York,
New York, or at any other office or agency designated for that
purpose by the Company pursuant to the Indenture, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Debenture Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Debentures are issuable only in registered form without
coupons in denominations of $1,000 and any multiple thereof. As
provided in the Indenture and subject to certain limitations
therein set forth, the Debentures are exchangeable for a like
<PAGE>
aggregate principal amount of Debentures of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Debenture is
registered as the owner hereof for all purposes, whether or not
this Debenture be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this Debenture which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
The following abbreviations, when used in the inscription on the
face of this Debenture, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - ______(Cust) Custodian ______(Minor)
under Uniform Gifts to Minors Act ___________________ (State)
Additional abbreviations may also be used though not in the above
list.
FOR VALUE RECEIVED ________ hereby sell(s), assign(s) and
transfer(s) unto ___________________
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
the within Debenture and all rights thereunder, hereby irrevocably
constituting and appointing _____________________ attorney to
transfer said Debenture on the books of the Company, with full
power of substitution in the premises.
Dated:
In the presence of:
Notice: The signature to this assignment must correspond with the
name as written upon the face of this Debenture in every
particular, without alteration or enlargement or any change
whatever.
