<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1,
1995 Registration Statement No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
THE MAY DEPARTMENT STORES COMPANY
(Exact Name of Issuer as Specified in its Charter)
New York 43-0398035
(State of Incorporation) (I.R.S. Employer)
Identification No.)
611 Olive Street, St. Louis, Missouri 63101-1799
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK INCENTIVE PLAN
OF
THE MAY DEPARTMENT STORES COMPANY
(Full Title of Plan)
RICHARD A. BRICKSON, Esq.
Secretary and Counsel
THE MAY DEPARTMENT STORES COMPANY
Sixth and Olive Streets
St. Louis, Missouri 63101
(314) 342-6300
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Amount Proposed Proposed Amount of
Title of Being Maximum Maximum Registration
Securities Registered(1) Offering Aggregate Fee(2)
Being Price Per Offering
Registered(1) Unit(2) Price(2)
Common Stock
($.50 par 15,000,000 $35.44 $531,600,000 $183,311.63
value) shares
(1) Pursuant to Rule 416(c) under this Securities Act of 1933,
this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) In accordance with Rule 457(n)(1), the proposed maximum
aggregate offering price is based on the average of the high
and low prices reported on the New York Stock Exchange on
April 26, 1995. The price is an estimate used solely for the
purpose of computing the filing fee and is not a
representation of the actual offering price.
<PAGE>
Part I
The Section 10(a) prospectus relating to the Plan is omitted from
this Registration Statement pursuant to the Note to Part I of
Form S-8.
<PAGE>
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by
reference:
(a) Registrant's Annual Report on Form 10-K filed for
the fiscal year ended January 28, 1995.
(b) All other reports filed pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as
amended, since the end of the fiscal year covered
by the Annual Report referred to above, including
Registrant's Quarterly Reports on Form 10-Q, if
any.
(c) The description of the Registrant's shares of common stock
contained in the Registrant's registration statement
(Registration No. 33-8430) on Form S-4 dated September 2,
1986 filed by Registrant pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, and
Registrant's Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3(a) of
Registrant's Annual Report on Form 10-K for the year ended
January 29, 1994, including any amendment or report filed
for the purpose of updating such description).
In addition, all documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any
statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified and
amended, to constitute part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
II-1
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Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article 7 of the New York Business Corporation Law ("NYBCL") and
a provision of the Registrant's By-Laws provide for the
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 the 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
after 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
(4)(a) Restated Certificate of Incorporation of the
Registrant, (incorporated herein by reference to
Exhibit 3(a) of the Registrant's Annual Report on
Form 10-K for the Fiscal Year ended January 29,
1994)
II-2
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(4)(b) By-laws of the Registrant (incorporated herein by
reference to Exhibit 3(b) of the Registrant's
Annual Report on Form 10-K for the fiscal year
ended January 28, 1995)
(5) Opinion re Legality
(23)(a) Consent of Arthur Andersen LLP
(23)(b) Consent of Counsel (included in the opinion filed
as Exhibit 5 to this Registration Statement)
(24) Powers of Attorney
(99) The 1994 Stock Incentive Plan of The May Department
Stores Company (incorporated herein by reference to
Appendix A of the Registrant's Proxy Statement
dated April 18, 1994, for its annual meeting of
shareowners held on May 20, 1994).
Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the 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 (a)(1)(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
II-3
<PAGE>
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration
Statement.(2) That, for the purpose of determining liability
under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) of Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be provided to directors, officers,
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification (other than the payment by
the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by 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.
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<PAGE>
SIGNATURES
The Registrant. 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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of
Missouri, on the 1st day of May, 1995.
THE MAY DEPARTMENT STORES COMPANY
By: Richard A. Brickson
Name: Richard A. Brickson
Title: Secretary and Senior Counsel
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
Signature Title Date
David C. Farrell* Director, Chairman of the May 1, 1995
David C. Farrell Board and Chief Executive Officer
(Principal Executive Officer)
Jerome T. Loeb* Director, President and Chief May 1, 1995
Jerome T. Loeb Financial Officer (Principal
Financial and Accounting Officer)
Richard L. Battram* Director and Vice Chairman May 1, 1995
Richard L. Battram
Thomas A. Hays* Director and Deputy Chairman May 1, 1995
Thomas A. Hays
Edward H. Meyer* Director May 1, 1995
Edward H. Meyer
Russell E. Palmer* Director May 1, 1995
Russell E. Palmer
Michael R. Quinlan* Director May 1, 1995
Michael R. Quinlan
William P. Stiritz* Director May 1, 1995
William P. Stiritz
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Robert D. Storey* Director May 1, 1995
Robert D. Storey
Murray L. Weidenbaum* Director May 1, 1995
Murray L. Weidenbaum
* By: /s/ Richard A. Brickson
Richard A. Brickson
Attorney-in-Fact
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EXHIBIT INDEX
(4)(a) Restated Certificate of Incorporation of the
Registrant, (incorporated herein by reference to
Exhibit 3(a) of the Registrant's Annual Report on
Form 10-K for the Fiscal Year ended January 29, 1994)
(4)(b) By-laws of the Registrant (incorporated herein by
reference to Exhibit 3(b) of the Registrant's Annual
Report on Form 10-K for the fiscal year ended January
28, 1995)
(5) Opinion re Legality
(23)(a) Consent of Arthur Andersen LLP
(23)(b) Consent of Counsel (included in the opinion filed as
Exhibit 5 to this Registration Statement)
(24) Powers of Attorney
(99) The 1994 Stock Incentive Plan of The May Department
Stores Company (incorporated herein by reference to
Appendix A of the Registrant's Proxy Statement dated
April 18, 1994, for its annual meeting of shareowners
held on May 20, 1994).
<PAGE>
EXHIBIT 5
May
The May Department Stores Company
Office of Legal Counsel
Richard A. Brickson
Senior Counsel and Secretary
May 1, 1995
The Board of Directors
The May Department Stores Company
611 Olive Street
St. Louis, MO 63101
Ladies and Gentlemen:
I have acted as counsel for The May Department Stores
Company ("May") in connection with the registration by May under
the Securities Act of 1933 (the "Act") of 15,000,000 (subject to
adjustment as provided therein) shares of common stock, par value
$.50 per share, of May ("Common Stock") issuable under May's 1994
Stock Incentive Plan (the "Plan") under a registration statement
on Form S-8 (the "Registration Statement") filed today with the
Securities and Exchange Commission.
On the basis of such investigation as I deemed necessary, I
am of the opinion that when the shares of Common Stock have been
registered under the Act, and when May has received the
consideration to be received for said shares in accordance with
the provisions of the Plan and said shares have been issued by
May as provided under the Plan, said shares of Common Stock will
be duly authorized, validly issued and outstanding, fully paid
and non-assessable, with no personal liability attaching to the
ownership thereof.
I consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving this consent, I do not
thereby admit that I am within the category of persons whose
consent is required under Section 7 of the Act, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Richard A. Brickson
Senior Counsel and Secretary
<PAGE>
EXHIBIT 23 (A)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form
S-8 of our report dated February 20, 1995, incorporated by
reference in The May Department Stores Company's Form 10-K for
the year ended January 28, 1995 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
1010 Market Street
St. Louis, Missouri 63101-2089
May 1, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ Richard L. Battram
Richard L. Battram
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ David C. Farrell
David C. Farrell
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ Thomas A. Hays
Thomas A. Hays
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ Jerome T. Loeb
Jerome T. Loeb
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ Edward H. Meyer
Edward H. Meyer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ Russell E. Palmer
Russell E. Palmer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ Michael R. Quinlan
Michael R. Quinlan
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ William P. Stiritz
William P. Stiritz
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ Robert D. Storey
Robert D. Storey
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned
constitutes and appoints Richard A. Brickson, Louis J. Garr, Jr.,
and Jerome T. Loeb, and each or any one of them acting alone, as
his true and lawful attorney-in-fact and agent, with full power
of substitution for him and in his name, place and stead, in any
and all capacities, to sign any and all registration statements,
amendments thereto and post-effective amendments thereto with
respect to The May Department Stores Company 1994 Stock Incentive
Plan and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises to perfect and complete such filing(s), as fully to all
the intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute may lawfully do or cause to be done
by virtue thereof.
Dated this 25th day of April, 1995.
/s/ Murray L. Weidenbaum
Murray L. Weidenbaum
